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385.4 

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' 


PENNSYLVANIA  LINES 

WEST  OF  PITTSBURGH 

COMPRISING 

CHARTERS,  LAWS,  MORTGAGES,  DECREES,  DEEDS,  LEASES, 
AGREEMENTS,  ORDINANCES,  AND  OTHER  PAPERS 

WITH  DESCRIPTIVE  TEXT 


COMPILED  BY 

S.  H.  CHURCH 

ASSISTANT  SECRETARY 


SERIES  A,  VOLUME  III 


SOUTHWEST  SYSTEM: 

PITTSBURGH,  CINCINNATI,  CHICAGO  &  ST.  LOUIS  RY.  CO. 
PITTSBURGH,  CINCINNATI  &  ST.  LOUIS  RY.  CO. 
COLUMBUS,  CHICAGO  &  INDIANA  CENTRAL  RY.  CO. 
CHICAGO,  ST*.  LOUIS  &  PITTSBURGH  R.  R.  CO. 
JEFFERSONVILLE,  MADISON  &  INDIANAPOLIS  R.  R.  CO. 
CINCINNATI  &  RICHMOND  R.  R.  CO. 

AND  PRIOR  COMPANIES 


1899 


v. 


jfrtc&^nwafb  Company 

BALTIMORE,  MD.,  U.  S.  A. 


PLAN  OF  THE  WORK. 


The  Corporate  History  of  the  Pennsylvania  Lines  West  of 
Pittsburgh  is  designed  to  contain  the  important  documents,  with 
explanatory  notes,  of  the  various  roads  embraced  in  that  system, 
or  auxiliary  thereto,  from  the  beginning  of  the  corporate  exist¬ 
ence  of  the  oldest  companies  down  to  the  date  of  issue  of  each 
volume. 

The  plan  of  this  compilation  is  as  follows: 

The  volumes  in  Series  A  embrace  charters,  articles  of  incorpo¬ 
ration,  articles  of  consolidation,  letters  patent,  special  laws,  special 
ordinances  granting  rights  to  small  railroads  that  are  wholly 
within  one  municipal  jurisdiction,  mortgages,  court  decrees  re¬ 
lating  to  mortgages  and  to  foreclosures  and  sales  thereunder, 
plans  for  reorganization,  deeds  affecting  title  to  railroads,  certain 
contracts  for  construction  where  stock  or  bonds  are  concerned, 
and  comprehensive  sketches  of  corporate  and  financial  history. 
General  railroad  laws  have  not  been  reproduced  here  because  it 
was  found  that  such  laws,  together  with  court  decisions  inter¬ 
preting  them,  would  expand  the  compilation  beyond  reasonable 
limits. 

Volumes  I  and  II,  Series  A,  include  papers  above  named  re¬ 
lating  to  Pennsylvania  Company  and  railroads  controlled  by  it 
known  as  the  Northwest  System. 

Volumes  III  and  IV,  Series  A,  comprise  like  documents  affect¬ 
ing  the  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway 
Company,  the  Cincinnati  and  Muskingum  Valley  Railroad  Com¬ 
pany,  the  Indianapolis  and  Vincennes  Railroad  Company,  and 
other  railroad  companies,  depot  companies  and  bridge  companies 
auxiliary  to  the  Southwest  System. 

(iii) 


IV 


PLAN  OF  THE  WORK. 


Volumes  V  and  VI,  Series  A,  embrace  papers  relating  to  the 
affiliated  railroads  of  the  Pennsylvania  Company,  namely,  the 
Terre  Haute  and  Indianapolis  Railroad  Company,  St.  Louis,  Van- 
dalia  and  Terre  Haute  Railroad  Company,  Terre  Haute  and 
Logansport  Railway  Company,  Indiana  and  Lake  Michigan 
Railway  Company,  Terre  Haute  and  Peoria  Railroad  Company, 
East  St.  Louis  and  Carondelet  Railway,  the  Grand  Rapids  and 
Indiana  Railway  Company,  Cincinnati,  Richmond  and  Fort 
Wayne  Railroad  Company,  Muskegon,  Grand  Rapids  and  Indiana 
Railroad  Company,  Toledo,  Peoria  and  Western  Railway  Com¬ 
pany,  Cincinnati,  Lebanon  and  Northern  Railway  Company, 
Cleveland  and  Marietta  Railway  Company,  Pittsburgh,  Chartiers 
and  Youghiogheny  Railway  Company,  etc. 

Series  B  includes  leases  of  railroads  and  principal  operating 
agreements,  in  as  many  volumes  as  may  be  necessary. 

Series  C  embraces  important  city,  town  and  village  ordinances. 

It  is  intended  to  print  additional  volumes  in  Series  A,  B  and  C 
from  time  to  time  should  the  growth  of  documentary  history 
make  it  expedient  to  do  so. 


Pittsburgh,  February  i,  1899. 


TABLE  OF  CONTENTS. 


PAGE 

Plan  of  the  Work .  iii 

Steubenville  Extension  of  the  Pennsylvania  Railroad. 

History  .  i 

Documents .  143 

Pittsburgh,  Cincinnati,  Chicago  &  St.  Louis  Ry.  Co. 

Corporate  history  .  2 

Documents  . • . 144-167 

Pittsburgh  &  Steubenville  R.  R.  Co. 

Corporate  history  .  8 

Documents  . 168-196 

Western  Transportation  Co. 

Corporate  history  .  13 

Documents  . 196-206 

Pan  Handle  Ry.  Co. 

Corporate  history  .  17 

Documents  . 206-227 

Holliday’s  Cove  R.  R.  Co. 

Corporate  history  .  18 

Documents  . 227-238 

Wheeling  Railroad  Bridge  Co. 

Corporate  history  .  21 

Documents  . 238-241 

Steubenville  &  Indiana  R.  R.  Co. 

Corporate  history  .  22 

Documents  . 242-309 

Pittsburgh,  Cincinnati  &  St.  Louis  Ry.  Co. 

Corporate  history  .  30 

Documents  . 30Q-335 

Columbus,  Piqua  &  Indiana  R.  R.  Co. 

Corporate  history  .  36 

Documents  . 336-368 

Columbus  &  Indianapolis  R.  R.  Co. 

Corporate  history  .  40 

Documents  . 368-402 

(v) 


Vi  TABLE  OF  CONTENTS, 

Richmond  &  Covington  R.  R.  Co,  page 

Corporate  history  .  42 

Documents  . 402-412 

Indiana  Central  Ry.  Co. 

Corporate  history  .  45 

Documents  . 412-426 

Columbus  &  Indianapolis  Central  Ry.  Co. 

Corporate  history  .  48 

Documents  . 427-446 

Union  &  Logansport  R.  R.  Co. 

Corporate  history  .  50 

Documents  . 446-454 

Marion  &  Mississinewa  Valley  R.  R.  Co.  (Consolidated). 

Corporate  history  .  51 

Documents  . 474-481 

Marion  &  Mississinewa  Valley  R.  R.  Co.  (First). 

Corporate  history  .  53 

Documents  . 454-464 

Marion  &  Logansport  R.  R.  Co. 

Corporate  history  .  55 

Documents  . 464-474 

Logansport  &  Pacific  R.  R.  Co. 

Corporate  history  .  56 

Documents  . 481-482 

Logansport  &  Pacific  Ry.  Co. 

Corporate  history  .  57 

Documents  . 482-487 

Logansport,  Peoria  &  Burlington  Ry.  Co. 

Corporate  history  .  58 

Documents  . 487-493 

Toledo,  Logansport  &  Burlington  R.  R.  Co. 

Corporate  history  .  58 

Documents  . 493-514 

Toledo,  Logansport  &  Burlington  Ry.  Co. 

Corporate  history  .  61 

Documents  . 514-529 

Columbus  &  Indiana  Central  Ry.  Co. 

Corporate  history  .  62 

Documents  . 529-538 

Galena  &  Illinois  River  R.  R.  Co. 

Corporate  history  .  65 

Documents  . 595-599 


TABLE  OF  CONTENTS..  Vll 

Chicago  &  Great  Eastern  Ry.  Co.  (No.  i).  page 

Corporate  history  .  66 

Documents  .  600 

Chicago  &  Great  Eastern  Ry.  Co.  (No.  2). 

Corporate  history  .  67 

Documents  . 600-610 

Chicago  &  Great  Eastern  Ry.  Co.  (No.  3). 

Corporate  history  .  69 

Documents  . 610-614 

Chicago  &  Cincinnati  R.  R.  Co. 

Corporate  history  .  69 

Documents  . 614-623 

Chicago  &  Great  Eastern  Ry.  Co.  (No.  4). 

Corporate  history  .  71 

Documents  . 624-649 

New  Castle  &  Richmond  R.  R.  Co. 

Corporate  history  .  73 

Documents  . 538-546 

Cincinnati,  Logansport  &  Chicago  Ry.  Co. 

Corporate  history  .  75 

Documents  . 546-551 

Cincinnati,  Cambridge  &  Chicago  Short  Line  Ry.  Co. 

Corporate  history  .  76 

Documents  . 551-554 

Cincinnati,  New  Castle  &  Michigan  R.  R.  Co. 

Corporate  history  . 77 

Documents  . 554-556 

Cincinnati  &  Chicago  R.  R.  Co.  (No.  i). 

Corporate  history  .  77 

Documents  . 556-559 

Cincinnati  Western  R.  R.  Co. 

History  .  78 

Documents  .  55^ 

Cincinnati  &  Chicago  R.  R.  Co.  (No.  2). 

Corporate  history  .  79 

Documents  . 559_569 

Cincinnati  &  Chicago  Air  Line  R.  R.  Co. 

Corporate  history  .  83 

Documents  . 57°-594 

Columbus,  Chicago  &  Indiana  Central  Ry.  Co. 

Corporate  history  .  85 

Documents  . 649-726 


Vlll 


TABLE  OF  CONTENTS,. 


Keokuk  &  Hamilton  Bridge  Co.  page 

History  of  contract  with  Columbus,  Chicago  &  Indiana  Cen¬ 
tral  Ry.  Co.  et  al .  92 

Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  (Indiana). 

Corporate  history  .  94 

Documents  . 727-757 

Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  (Illinois). 

Corporate  history  .  96 

Documents  . 758-764 

Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co. 

Corporate  history  .  96 

Documents  . 764-767 

Kokomo  Belt  R.  R.  Co. 

Corporate  history  .  100 

Documents  . 767-770 

Madison  &  Indianapolis  R.  R.  Co.1 

Corporate  history  .  101 

Madison,  Indianapolis  &  Peru  R.  R.  Co.1 

Corporate  history  .  106 

Indianapolis  &  Madison  R.  R.  Co.1 

Corporate  history  .  107 

Ohio  &  Indianapolis  R.  R.  Co.1 

Corporate  history  .  no 

Jeffersonville  R.  R.  Co.1 

Corporate  history  .  in 

Jeffersonville,  Madison  &  Indianapolis  R.  R.  Co.1 

Corporate  history  .  114 

Columbus  &  Shelby  R.  R.  Co.1 

Corporate  history  .  117 

Rushville  &  Shelbyville  R.  R.  Co.1 

Corporate  history  .  119 

Shelby  &  Rush  R.  R.  Co.1 

Corporate  history  .  120 

Lake  Erie  &  Louisville  R.  R.  Co.1 

Corporate  history  . .  122 

Lake  Erie  &  Pacific  R.  R.  Co.1 

Corporate  history  .  125 


1  Documents  in  Volume  IV. 


TABLE  OF  CONTENTS.  ix 

Fremont,  Lima  &  Union  R.  R.  Co.1  '  page 

Corporate  history  .  126 

Eaton  &  Hamilton  R.  R.  Co.  (No.  i). 

Corporate  history  .  127 

Documents  . . 77I~799 

Eaton  &  Hamilton  R.  R.  Co.  (No.  2). 

Corporate  history  . 130 

Documents  . 829-857 

Richmond  &  Miami  R.  R.  Co. 

Corporate  history  .  133 

Documents  . 799-813 

Richmond  &  Miami  Ry.  Co. 

Corporate  history  .  135 

Documents  . 814-829 

Cincinnati,  Richmond  &  Chicago  R.  R.  Co. 

Corporate  history  .  137 

Documents  . 857-876 

4 

Cincinnati  &  Richmond  R.  R.  Co.  (No.  i). 

Corporate  history  . .  140 

Documents  . 876 

Cincinnati  &  Richmond  R.  R.  Co.  (Consolidated). 

Corporate  history  .  141 

Documents  .  877 

Richmond  &  Cincinnati  R.  R.  Co. 

Corporate  history  . •  142 

Documents  .  881 

Index  .  883 


1  Documents  in  Volume  IV. 


THE  PITTSBURGH,  CINCINNATI,  CHICAGO 
AND  ST.  LOUIS  RAILWAY  COMPANY. 


STEUBENVILLE  EXTENSION  OF  THE  PENNSYL¬ 
VANIA  RAILROAD.1 

The  Steubenville  extension  of  the  Pennsylvania  Railroad  be¬ 
gins  on  the  east  side  of  Washington  street,  in  Pittsburgh,  and 
extends  westwardly  across  the  Monongahela  river  1.23  miles  to  a 
point  near  Birmingham  station. 

The  agreement  of  June  3,  1858,  between  the  Western  Trans¬ 
portation  Company  and  the  Pittsburgh  and  Steubenville  Rail¬ 
road  Company  for  the  completion  of  the  road  of  the  latter  com¬ 
pany  contemplated  the  construction  by  the  Pennsylvania  Rail¬ 
road  Company  of  a  tunnel  through  Grant’s  Hill,  and  a  bridge 
over  the  Monongahela  river  to  connect  its  railroad  with  the 
Pittsburgh  and  Steubenville  Railroad. 

As  authorized  by  the  17th  section  of  its  charter,  approved 
April  13,  1846,  the  Pennsylvania  Railroad  Company  commenced 
this  work  in  December,  1863.  The  workmen  were  arrested  by 
the  city  authorities,  and  on  December  22,  1863,  a  bill  in  equity 
was  filed  in  the  District  Court  of  Allegheny  county  to  enjoin  the 
city  from  further  interference.  A  decree  was  entered  dismissing 
the  bill  without  argument  for  the  purpose  of  having  the  question 
passed  upon  by  the  Supreme  Court  of  Pennsylvania,  in  which 
court  a  decision  was  rendered  favorable  to  the  railroad  company 
and  granting  an  absolute  injunction.  An  act  approved  April  23, 
1864,  authorized  the  tunnel  to  pass  under  a  place  of  public  wor- 
■  ship. 

A  lease  of  the  Steubenville  Extension  to  the  Pennsylvania 
Company  was  made  June  29,  1874,  taking  effect  April  1,  1871, 

1  Not  a  corporate  part  of  the  Pittsburgh,  Cincinnati,  Chicago  and  St. 
Louis  Railway  Company;  is  put  here  only  because  of  its  geographical 
location.  See  documents  page  143. 


1 


2  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

for  999  years,  for  the  annual  rental  of  $1.00.  Under  date  of  Oc¬ 
tober  24,  1876,  taking  effect  November  1,  1876,  the  Pennsylvania 
Company  sub-let  the  Steubenville  Extension  of  the  Pennsylvania 
Railroad  and  certain  other  property  in  Pittsburgh  to  the  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company  for  25  years, 
the  rental  for  the  first  five  years  to  be  3  per  cent,  upon  a  valua¬ 
tion  of  $1,250,000/  for  the  second  five  years,  4  per  cent.,  and  for 
the  remainder  of  the  term,  5  per  cent,  upon  that  amount.  The 
rental  is  payable  monthly.  The  Pennsylvania  Railroad  Com¬ 
pany  assented  to  this  sub-lease  by  resolution  of  its  board  of  direc¬ 
tors,  October  25,  1876. 

THE  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST. 
LOUIS  RAILWAY  COMPANY.1 2 

The  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway 
Company  was  formed  by  consolidation  of  the  Pittsburgh,  Cin¬ 
cinnati  and  St.  Louis  Railway  Company,  the  Chicago,  St.  Louis 
and  Pittsburgh  Railroad  Company,  the  Jeffersonville,  Madison 
and  Indianapolis  Railroad  Company,  and  the  Cincinnati  and 
Richmond  Railroad  Company,  under  the  general  laws  of  Penn¬ 
sylvania,  West  Virginia,  Ohio,  Indiana  and  Illinois.  An  agree¬ 
ment  of  consolidation  was  executed  by  the  directors  of  the  re¬ 
spective  companies  June  10,  1890,  ratified  by  the  stockholders  of 
the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  and 
of  the  Cincinnati  and  Richmond  Railroad  Company  August  19, 
1890,  and  by  the  stockholders  of  the  Chicago,  St.  Louis  and 
Pittsburgh  Railroad  Company  and  of  the  Jeffersonville,  Madison 
and  Indianapolis  Railroad  Company  August  20,  1890,  and  filed 
in  the  office  of  the  Secretary  of  State  of  Ohio  August  28,  1890, 
Pennsylvania,  August  29,  1890,  West  Virginia,  August  26,  1890, 
Indiana,  August  25,  1890,  Illinois,  August  25,  1890.  The  first 
election  for  directors  was  held  September  18,  1890. 

The  growth  of  this  system  into  one  great  corporation  by  the 
gradual  absorption  of  some  57  lesser  companies  will  be  better 
understood  by  a  study  of  the  following  chart.  A  short  descriptive 
sketch  of  each  of  the  prior  corporations  will  then  be  given:3 

1  This  valuation  has  been  changed  by  improvements,  and  also  by  sale  of 
real  estate.  The  present  (1899)  valuation  is  $1,238,572.92. 

2  See  page  144  for  documents. 

3  These  sketches  appear  on  pages  1  to  142  inclusive. 


CORPORATE  HISTORY. 


A 


3 


PITTSBURGH,  CINCINNATI  AND  ST.  LOUIS  RAILWAY  CO. 
1  Date  Chartered. 

'  Mch.  24, 1849,  Pittsburgh  and  Steubenville  R.  R.  Co.2 

r  (Pittsburgh  to  Ohio  river,  opposite 
|  "4  Steubenville).  Reorganized  as 

(Jan.  15,  1868,  Pan  Handle  Railway  Co. 

Mch.  30,  i860,  Holliday’s  Cove  R.  R.  Co.  (Steubenville 
1  Bridge).  — 

Feb.  24,  1848;  Steubenville  and  Indiana  R.  R.  Co.  (Steu¬ 
benville  to  Columbus),  purchased  undi¬ 
vided  Central  Ohio  R.  R.,  between 
Columbus,  O.,  and  Newark,  O.,  Aug.  31, 

1864. 


1  Consolidated  April  20,  1868,  as 
—Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company,  Pittsburgh,  Pa., 
to  Columbus,  Ohio. 


CHICAGO,  ST.  LOUIS  AND  PITTSBURGH  R.  R.  CO. 

Chartered. 

Feb.  23,  1849,  Columbus,  Piqua  and  Indiana  R.  R.  Co. 

(Columbus,  Ohio,  to  Union  City,  Ind.). 

(j.  Reorganized  as 

Oct.  31,  1863,  Columbus  and  Indianapolis  R.  R.  Co. 

Mch.  12,  1862,  Richmond  and  Covington  R.  R.  Co. 

(Bradford  Junction  to  Indiana  State  line). 

Road  sold  Sept.  5, 1864,  to  Columbus  and 
Indianapolis  R.  R.  Co. 

Jan.  26,  1847,  Terre  Haute  and  Richmond  R.  R.  Co. 

(Terre  Haute  to  Richmond,  Ind.). 

Jan.  20,  1851,  Indiana  Central  Ry.  Co.  formed  by  separa¬ 
tion  from  Terre  Haute  and  Richmond  RT’T’ 

R.  Co.  (Indianapolis  to  Ohio  State  line). 


1 


Columbusand  Indianapolis 
Railroad  Company  and  Ind¬ 
iana  Central  Railway  Com¬ 
pany  consolidated  as  Colum¬ 
bus  and  Indianapolis  Central 
Railway  Company,  October 
13,  1864  (Columbus  to  Indi¬ 
anapolis  and  Bradford  Junc¬ 
tion  to  Union  City). 


Vi. 


May  5,  1853,  Logansport  and  Pacific  R.  R.  Co.  (Logans- 
port  to  Effner).  Name  changed  May  7, 
1853,  to 

Logansport  and  Pacific  Ry.  Co.  Name 

{changed  Sept.  12,  1854,  to 
Logansport,  Peoria  and  Burlington  Ry. 

(  Co.  Name  changed  June  11,  1858,  to 
'^Toledo,  Logansport  and  Burlington  R.R. 

Co.  Sold  and  reorganized  as 
Sept.  25,  1862,  T*oledo,  Logansport  and  Burlington  Rail¬ 
way  Company. 

Jan.  12,  1853,  Marion  and  Mississinewa  Valley  R.R.  Co. 

fS  (Union  City  to  Marion,  Ind  ). 

July  28,  1853,  Marion  and  Logansport  R.  R.  Co.  (Marion, 
Ind.,  to  Logansport,  Ind.),  consolidated 
.  Nov.  21,  1854,  as 

Marion  and  Mississinewa  Valley  R.  R.Co. 
(Union  City  to  Logansport,  Ind  ).  Road 
sold  January  9,  1863,  to  v, 

Jan.  s,  1863,  Union  and  Logansport  R.  R.  Co.  (Union  “ ? 
City  to  Logansport). 


Toledo,  Logansport  and 
Burlington  Railway  Com¬ 
pany  (Logansport  to  Effner, 
Ind). 


Union  and  Logansport 
Railroad  Company.  Chart¬ 
ered  Union  City  to  Logans¬ 
port.  Built  Union  City  to 
Anoka. 


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1  Dates  Articles  of  Incorporation  were  filed  or  special  Acts  passed.  Consolidations  date  from 
first  election  of  directors. 

2  Western  Transportation  Company  chartered  March  15,  1856,  constructed  and  leased  the  Pitts¬ 
burgh  and  Steubenville  Railroad,  but  was  not  included  in  the  consolidation.  See  page  15. 


4  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Chartered. 

Feb.  i8,  1857,  Galena  and  Illinois  River  R.  R.  Co.  (Chi-  "|  Consolidated  as  (2nd)  Chi¬ 


cago  to  Indiana  State  line). 

June  19,  1863,  (1st)  Chicago  and  Great  Eastern  Ry.  Co. 
(Illinois  State  line  to  LaCrosse). 


cago  and  Great  Eastern  Ry. 
j  Co.,  October  30,  1863  (Chi* 
J  cago  to  LaCrosse). 


J  Consolidated  with  (2nd) 
Chicago  and  Great  Eastern 
Ry.  Co.,  as  (3rd)Chicagoand 
Great  Eastern  Ry,  Co.  Janu¬ 
ary  25,  1865  (Logansport  to 
Chicago). 


'Jan.  20,  1853,  Cincinnati,  Cambridge  and  Chicago 
Short  Line  Ry.  Co.  (New  Castle  to 
f-  State  line  of  Ohio). 

April  11,  1853,  Cincinnati,  New  Castle  and  Michigan 
i  4  R.  R.  Co.  (New  Castle  to  Michigan 

/  State  line).  Consolidated  as 
April  12,  1854,  (1st)  Cincinnati  and  Chicago  R.  R.  Co. 

(Michigan  State  line  to  Ohio  Stati 
line). 

Feb.  16,  1848,  New  Castle  and  Richmond  R.  R.Co.  Nairn 
changed  February  26,  1853,  to 
Ci  Cincinnati,  Logansport  and  Chicago  Ryv' 
Co.  (Richmond  to  Logansport). 


Cincinnati  and  Chicago  R.' 
EL  Co.  (1st),  and  Cincinnati, 
Lbgansport  and  Chicago  Ry. 
Co.  consolidated  August  31, 
1854,  as  Cincinnati  and  Chi¬ 
cago  Railroad  Co.  (2nd) 
(Richmond  to  Logansport, 
Michigan  State  line  to  Ohio 
State  line).  Road  (Richmond 
to  Logansport)  sold  and  com¬ 
pany  reorganized  as  Cincin¬ 
nati  and  Chicago  Air  Line 
R.  R.  Co.,  July  10,  i860. 


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Columbus  and  Indiana  Central  Railway  Company  (Columbus  to  Indianapolis,  Bradford  to 
Logansport,  Logansport  to  Effner). 

Chicago  and  Great  Eastern  Railway  Company  (No.  4)  (Richmond  to  Chicago).  Consoli- 
(  dated  February  12,  1868,  as  the 

Columbus,  Chicago  and  Indiana  Central  Railway  Co.  Road  sold  and  reorganized, 

(Portion  in  Indiana,  as  Chicago,  St.  Louis  and  Pittsburgh  R.  R.  Co.,  March  14,  1883. 

Portion  in  Illinois,  as  Chicago,  St.  Louis  and  Pittsburgh  R.  R.  Co.,  March  15, 1883.  Consoli¬ 
dated  April  3,  1884,  as 

Chicago,  St.  Louis  and  Pittsburgh  R.  R.  Co. 

Purchased  Kokomo  Belt  Railroad  January  27,  1890. 

\ 


JEFFERSONVILLE,  MADISON  AND  INDIANAPOLIS  R.  R.  CO. 
Chartered. 

Under  Act  Jan?^7,  1836,  Madison  and  Lafayette  Rail¬ 
road  commenced  by  State  of  Indiana. 

By  Act  Feb.  14^  1838,  road  terminated  at  Indianapolis 
and  called  Madison  and  Indianapolis 
Railroad.  Built  by  State  (Madison 
to  Griffith),  1841. 

June  20,  1842^  Madison  and  Indianapolis  Railroad 
•Company  (Madison  to  Indianapolis), 
reorganized  as 


Mar.  28,  1862, Indianapolis  and  Madison  R.  R.  Co.  ^  (Indianapolis  to  Louisville, 

.  t  j-  ,  Columbus,  Ind.  to  Madison). 

(Madison  to  Indianapolis).  ■"  7 


Feb.  3,  1832,  Ohio  and  Indianapolis  R.  R.  Co. 
Jan.  20,  1846,  Re-incorporated 
Jan.  15,  1849,  Jeffersonville  R.  R 

to  Edinburg,  Ind.). 


Name  changed  to  ■ 

.  Co.  (Jeffersonville^/ 


0 


A M 

Mr 

>  M 


Indianapolis  and  Madison  R.  R. 
Co.,  and  Jeffersonville  R.  R.  Co. 
consolidated  June  5,  1866,  as  Jeffer¬ 
sonville,  Madison  and  Indianapolis 


1  These  roads  formed  no  part  of  the  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway 
Company.  See  page  78  for  explanation  of  the  relation  of  the  Cincinnati  Western  Ry.  Co.  to 
these  Companies. 


CORPORATE  HISTORY. 


D 


CHARTERED. 

June  8,  1852,  Columbus  and  Shelby  R.  R.  Co.  (Columbus,  Ind.,  to  Shelbyville,  Ind.).  Road  sold  to  rf 
Jeffersonville,  Madison  and  Indianapolis  Railroad  Company,  Nov.  18,  1881. 

Jan.  15,  1844,  Rushville  and  Shelbyville  R.  R.  Co.  (Shelbyville  to  Rushville).  Reorganized  as'. 

Oct.  5,  1859,  Shelby  and  Rush  R.  R.  Co.  (Shelbyville  to  Rushville,  Ind.).  Road  sold  April  10, 
1882,  to  the  Jeffersonville,  Madison  and  Indianapolis  R.  R.  Co. 

Oct.  6,  i86o^Lake  Erie  and  Pacific  R.  R.  Co.  (Rushville  to  Union  City). 

Jan.  21,  1862)  Fremont,  Lima  and  Union  R.  R.  Co.  (Union  City  to  Fremont,  O.).  Consoli- 
\  dated  March  1,  1865,  as  the 

Lake  Erie  and  Louisville  R.  R.  Co.  (Rushville,  Ind.,  to  Fremont,  Ohio).  Road 
(Cambridge  City  to  Fremont)  sold  under  foreclosure,  July  27,  1871,  and  sepa¬ 
rated  from  Lake  Erie  and  Louisville  R.  R.  Road  (Cambridge  City  to  Rush¬ 
ville)  sold  to  the 

.  Jeffersonville,  Madison  and  Indianapolis  R.  R.  Co.,  June  26,  1890. 


Chartered. 


CINCINNATI  AND  RICHMOND  R.  R.  CO. 


Mch.  7,  18=^,  Eaton  and  Hamilton  R.  R.  Co.  (No.  1) 
/(Indiana  State  line  to  New  River  Junc¬ 
tion). 

Jan.  19,  1848,  Richmond  and  Miami  R.  R.  Co.  (Rich- 
1  mond  to  Indiana  State  line).  Consoli¬ 
dated  with  Eaton  &  Hamilton  R.  R.  Co. 
\^No.  1)  Dec.  1,  1854,  as  Eaton  and  Hamil¬ 
ton  R.  R.  Co.  Richmond  and  Miami  R. 
R.,  sold  under  foreclosure,  February  12, 
1862,  and  separated  from  Consolidated 
Company. 

Eaton  and  Hamilton  Railroad  (Indiana 
I  State  line  to  New  River  Junction).  Sold 
\uid  Company  reorganized  as 
May  3, 1866,  Cincinnati,  Richmond  and  Chicago  R.R. 


Co.  (Indiana  State  line  to  New  River 
Junction). 

Jan.  19,  1846,  Richmond  and  Miami  R.  R.  Co.  (Rich¬ 
mond  to  Indiana  State  line).  Road  sold 
and  reorganized  as 

May  27,  1862,  Richmond  and  Miami  Ry.  Co.  (Rich¬ 
mond  to  Indiana  State  line,  with  branch 
from  Richmond  Junction  to  connect  with 
Dayton  and  Western  R.  R.). 

Dec.  22,  1881,  Cincinnati  and  Richmond  R,  R.  Co. 

(Hamilton  to  Rendcomb  Junction). 


V 


d 


JJ 


y 


X 


k 


V 

s- 


U 


AJ 


Cincinnati,  Richmond  and  Chi¬ 
cago  R.  R.  Co. 

Richmond  &  Miami  Railway  Co. 
Cincinnati  &  Richmond  R.  R.  Co. 
Consolidated  April  2,  1890,  as 

Cincinnati  and  Richmond  R.  R.  Co. 


(Richmond  to  Rendcomb  Junction) 

/  '  ' 

7 


J 


Under  leases  originally  made  to  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company,  this  company  operates  the  Pitts¬ 
burgh,  Wheeling  and  Kentucky  Railroad,  Chartiers  Railway, 
Chartiers  Connecting  Railroad,  Little  Miami  Railroad,  Cincinnati 
Street  Connection  Railway,  Columbus  and  Xenia  Railroad,  Day- 
ton  and  Western  Railroad,  Dayton,  Xenia  and  Belpre  Railroad 
(owned  jointly  by  the  Little  Miami  Railroad  Company  and  the 
Columbus  and  Xenia  Railroad  Company)  and  the  Steubenville 
Extension  of  the  Pennsylvania  Railroad. 

This  company  also  operates  at  cost  the  Ohio  Connecting  Rail¬ 
way,  in  accordance  with  resolutions  of  the  board  of  directors  of 


6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

that  company  passed  December  18,  1890,  July  13,  1891,  Decem¬ 
ber  28,  1894,  and  later;  and  the  Englewood  Connecting  Railway 
on  similar  terms.  The  company  owns  the  capital  stock  of  the 
Anderson  Belt  Railway  Company. 

In  1892  the  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Rail¬ 
way  Company  and  the  Pittsburgh  and  Lake  Erie  Railroad  Com¬ 
pany  purchased  the  entire  capital  stock  of  the  Pittsburgh,  Char- 
tiers  and  Youghiogheny  Railway  Company,  each  company  own¬ 
ing  one  half. 

The  controlling  interest  in  the  Union  Depot  Company,  Colum¬ 
bus,  Ohio,  is  owned  jointly  with  the  Cleveland,  Cincinnati,  Chi¬ 
cago  and  St.  Louis  Railway  Company;  and  in  the  Indianapolis 
Union  Railway  Company  jointly  with  the  Terre  Haute  and  In¬ 
dianapolis  Railroad  Company  and  the  Cleveland,  Cincinnati, 
Chicago  and  St.  Louis  Railway  Company. 

The  company  receives  five-sevenths  of  the  profits  and  pays 
five-sevenths  of  the  losses  of  operating  the  St.  Louis,  Vandalia 
and  Terre  Haute  Railroad,  under  an  agreement  dated  May  8, 
1890,  between  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company,  the  Terre  Haute  and  Indianapolis  Railroad  Company, 
and  the  St.  Louis,  Vandalia  and  Terre  Haute  Railroad  Company 
supplementary  to  agreements  of  March  11,  1868,  between  the 
Terre  Haute  and  Indianapolis  Railroad  Company,  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  Steubenville 
and  Indiana  Railroad  Company,  Pan  Handle  Railway  Company 
and  Pennsylvania  Railroad  Company. 

The  leases,  operating  arrangements  and  ownerships  above 
mentioned  are  more  fully  described  in  the  corporate  history  of 
the  respective  companies. 

Under  authority  of  the  special  act  of  the  Ohio  Legislature  of 
April  24,  1896,  the  Canal  Basin  at  Hamilton,  and  certain  prop¬ 
erty  in  Cincinnati  that  was  formerly  part  of  the  Miami  and  Erie 
Canal  were  conveyed  to  the  Pittsburgh,  Cincinnati,  Chicago  and 
St.  Louis  Railway  Company  by  deeds  of  the  state  of  Ohio  dated 
August  10,  1896;  and  a  lease  of  another  part  was  executed  Au¬ 
gust  4,  1896,  modifying  a  lease  of  October  24,  1895.1 

The  company  uses  the  road  of  the  Lake  Erie  and  Western 
Railroad  Company  between  Kokomo  and  Indianapolis,  a  dis¬ 
tance  of  55  miles,  under  an  agreement  between  the  Chicago,  St. 


1  Further  reference  to  this  in  Volume  4,  page  297. 


CORPORATE  HISTORY. 


7 


Louis  and  Pittsburgh  Railroad  Company  and  the  Lake  Erie  and 
Western  Railroad  Company,  dated  February  14,  1888,  paying  a 
rental  of  $2,000  per  month,  and  its  proportion  of  the  cost  of 
maintaining  the  track  based  on  the  total  car  and  engine  mileage. 
This  road  had  previously  been  so  used  under  agreements  of  April 
20,  1883,  and  January  23,  1882.1  The  agreement  of  February 
14,  1888,  was  extended  for  10  years,  after  correspondence  of  the 
parties  thereto,  by  resolution  of  the  board  of  directors  of  the 
Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Com¬ 
pany,  adopted  April  7,  1898. 

The  Cincinnati,  Hamilton  and  Dayton  Railway  is  used  be¬ 
tween  Hamilton,  Ohio,  and  New  River  Junction,  Ohio,  1.53  miles, 
under  an  agreement  dated  August  16,  1888,  between  the  Cincin- 
cinnati,  Hamilton  and  Dayton  Railroad  Company  and  the  Chi¬ 
cago,  St.  Louis  and  Pittsburgh  Railroad  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  articles  of  consolidation 
is  $75,000,000,  in  shares  of  $100  each,  of  which  $30,000,000  is 
preferred  and  $45,000,000  common.  On  January  i,  1898,  there 
had  been  issued  $22,669,100  preferred  stock,  $2,926.37  preferred 
stock  scrip,  $24,434,600  common  stock  and  $1,710.56  common 
stock  scrip. 

•  MORTGAGES  AND  BONDS. 

Consolidated  mortgage,  dated  October  1,  1890,  to  the  Farm¬ 
ers  Loan  and  Trust  Company,  of  New  York,  and  William  N. 
Jackson,  of  Indianapolis,  securing  $75,000,000  bonds  of  $1,000 
each,  to  be  issued  in  such  different  series,  and  bearing  such  dates 
and  rates  of  interest  as  may  be  determined  by  the  board  of  direc¬ 
tors  of  the  company.  Each  bond  bears  endorsement  of  the  Penn¬ 
sylvania  Company  guaranteeing  payment  of  principal  and  inter¬ 
est.  A  sinking  fund  provides  one  per  cent,  annually  on  the  entire 
amount  of  bonds  outstanding  for  their  purchase  at  or  below  par, 
besides  the  interest  on  any  bonds  retired  by  said  sinking  fund. 
If  no  bonds  are  offered  at  this  price  the  one  per  cent,  lapses  into 
the  treasury.  There  were  $37,190,000  bonds  reserved  for  the 
purpose  of  paying  prior  sectional  bonds. 

The  following  bonds  to  the  amount  of  $32,818,000  have  been 
issued,  of  which  $27,863,000  are  outstanding  January  1,  1898: 


1  See  further  reference  to  this  contract  on  page  98. 


8  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Series  A,  dated  October  i,  1890,  payable  October  1,  1940,  bear¬ 
ing  4^4  per  cent,  interest,  amount  issued  $10,000,000,  all  of  which 
are  outstanding.  Series  B,  dated  April  1,  1892,  payable  April 
1,  1942,  bearing  43/2  per  cent,  interest;  amount  issued  $10,000,- 
000,  all  of  which  are  outstanding.  Series  C,  dated  November 
1,  1892,  payable  November  1,  1942,  bearing  4^2  per  cent,  inter¬ 
est;  amount  issued  $6,818,000.  In  the  latter  part  of  1895, 
$4,818,000  Series  C  were  exchanged  for  the  same  amount  of  Series 
D  4  per  cent,  bonds  leaving  Series  C  to  consist  of  $2,000,000 
bonds,  numbered  from  20,001  to  22,000.  Series  D,  dated  No¬ 
vember  1,  1895,  payable  November  1,  1945,  bearing  4  per  cent, 
interest;  amount  issued  $6,000,000,  of  which  $137,000  have  been 
retired  by  the  sinking  fund,  leaving  $5,863,000  outstanding. 


PITTSBURGH,  CINCINNATI  AND  ST.  LOUIS 
RAILWAY  COMPANY. 

The  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company 
was  formed  by  consolidation  April  20,  1868,  of  the  Pan  Handle 
Railway  Company,  the  Holliday’s  Cove  Railroad  Company  ancl 
the  Steubenville  and  Indiana  Railroad  Company.  The  Pan 
Handle  Railway  Company  was  formed  by  the  reorganization  of 
the  Pittsburgh  and  Steubenville  Railroad  Company. 


PITTSBURGH  AND  STEUBENVILLE  RAILROAD 

COMPANY.1 

The  Pittsburgh  and  Steubenville  Railroad  Company  was  incor¬ 
porated  and  built  under  the  following  special  acts  of  the  Legisla¬ 
ture  of  Pennsylvania: 

March  24,  1849;  act  °f  incorporation.  Authorized  the  con¬ 
struction  of  a  railroad  from  a  point  on  the  Monongahela  river 
near  Pittsburgh,  running  in  the  direction  of  Steubenville,  to  a 
point  on  the  Virginia  state  line,  subject  to  the  provisions  of  the 
act  regulating  railroad  companies,  approved  February  19,  1849. 

April  21,  1852,  authorized  the  extension  of  the  road  into 
Pittsburgh  and  its  connection  with  the  Pennsylvania  Railroad. 
It  also  authorized  connection  with  any  other  road  at  tne  Virginia 


1  See  page  168. 


CORPORATE  HISTORY. 


9 


state  line,  the  construction  of  branches  in  Allegheny  and  Wash¬ 
ington  counties,  and  subscription  to  the  capital  stock  by  the  city, 
of  Pittsburgh  and  the  boroughs  of  East  Birmingham  and  South 
Pittsburgh. 

February  24,  1853,  authorized  Allegheny  county  to  subscribe 
to  the  capital  stock,  not  exceeding  10,000  shares. 

April  18,  1853,  authorized  the  company  to  subscribe  to  the 
capital  stock  of  any  road  intending  to  connect  with  its  road,  or 
to  appropriate  money  to  an  amount  not  exceeding  $150,000  for 
the  construction  of  a  connecting  road  in  Virginia. 

April  20,  1853,  authorized  the  borrowing  of  money  and  issue 
of  bonds;  and  authorized  the  city  of  Philadelphia  to  subscribe  to 
the  capital  stock. 

May  2,  1853,  authorized  the  borrowing  of  money  and  issue  of 
bonds. 

March  22,  1854,  provided  that  the  rate  of  interest  on  bonds 
of  the  company  should  not  exceed  seven  per  cent.,  and  author¬ 
ized  their  conversion  into  capital  stock. 

April  26,  1854,  authorized  the  commissioners  of  Washington 
county  to  subscribe,  not  exceeding  $50,000,  to  the  capital  stock, 
to  be  applied  to  the  construction  of  the  Florence  branch  as  far 
as  might  be  found  necessary,  and  the  entire  amount  subscribed 
to  be  expended  in  Washington  county.  No  work  was  done  on 
this  branch. 

May  8,  1854,  authorized  the  city  of  Pittsburgh  to  subscribe  to 
the  capital  stock  not  exceeding  6,000  shares. 

March  27,  1855,  related  to  the  voting  of  the  stock  of  Allegheny 
county  at  the  annual  election  of  officers. 

March  1,  1859,  extended  the  time  for  completing  the  road  to 
August  21,  1869. 

February  19,  1862,  joint  resolution,  requesting  the  Virginia 
Legislature  to  authorize  the  construction  of  the  road  through  a 
portion  of  Virginia. 

Letters  Patent  were  issued  by  the  Governor  of  Pennsylvania 
July  22,  1851. 

The  first  election  of  directors  was  held  August  21,  1851. 

The  commencement  of  work  on  the  road  was  delayed  in  the 
expectation  of  obtaining  a  charter  from  the  state  of  Virginia  to 
extend  it  across  the  “Panhandle”  of  that  state,  and  over  the  Ohio 
river  to' a  connection  with  the  Steubenville  and  Indiana  Railroad. 
By  resolution  of  the  board  of  directors  of  June  3,  1852,  it  was 


IO  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

decided  to  prosecute  the  work  to  the  Virginia  state  line,  and  a 
contract  was  entered  into  June  16,  1852,  with  Manfull,  Nichol¬ 
son  and  Co.,  for  grading  and  masonry  work  on  the  road  to  the 
Virginia  state  line. 

As  adverse  influences  from  the  city  of  Wheeling  prevented  the 
grant  of  a  charter  from  the  state  of  Virginia,  right  of  way 
across  that  state  was  obtained  by  private  purchase  and  the  con¬ 
struction  of  a  railroad  thereon  commenced  in  August,  1853. 
This  road,  reaching  the  Ohio  river  on  a  low  grade  terminating  at 
a  ferry,  was  completed  in  February,  1854,  and  operated  for  a  few 
years  as  “The  Edgington  and  Wells  Railroad,”  from  the  names 
of  the  men  who  built  it  for  the  Pittsburgh  and  Steubenville  Rail¬ 
road  Company,  and  in  whom  the  company  had  vested  the  title 
to  the  property  as  shown  below. 

The  road  across  Virginia  was  reconstructed  by  the  Western 
Transportation  Company,  1862  to  1864,  on  a  different  grade  and 
alignment. 

The  various  deeds  by  which  this  property  in  West  Virginia 
was  conveyed  are  as  follows: 

Deeds  dated  March  and  April,  1853,  of  36  land  owners  to 
Tames  Means,  president  of  the  Steubenville  and  Indiana  Rail¬ 
road  Company.  Deed,  July  22,  1853,  of  James  Means  to  Henry 
Graff,  president  of  the  Pittsburgh  and  Steubenville  Railroad 
Company,  in  trust  for  that  company.  Deed,  May  14,  1853,  Jesse 
Edgington  to  Henry  Graff,  in  trust,  conveying  about  75  acres 
of  land  just  east  of  the  Ohio  river.  Deed,  October  20,  1853, 
Henry  Graff  to  Jesse  Edgington  and  Nathaniel  Wells,  conveying 
the  entire  property  conveyed  to  him  by  the  before  mentioned 
deeds,  in  consideration  of  $300,000.  Jesse  Edgington  and  Na¬ 
thaniel  Wells  executed  a  mortgage  October  29,  1853,  to  Henry 
Graff  on  the  property  for  $300,000  securing  the  purchase  money. 
On  this  property  Edgington  and  Wells  constructed  the  railroad 
above  mentioned  for  the  Pittsburgh  and  Steubenville  Railroad 
Company.  Deed,  August  19,  1856,  Jesse  Edgington  and  Na¬ 
thaniel  Wells  and  wife  to  Isaac  Jones,  president  of  the  Pittsburgh 
and  Steubenville  Railroad  Company,  in  trust  for  that  company, 
in  consideration  of  $100,000,  subject  to  the  mortgage  for  $300,- 
000  given  by  them  to  Henry  Graff.  Deed,  November  27,  1856, 
of  Isaac  Jones,  trustee,  to  Daniel  Tyler  and  Ambrose  W.  Thomp¬ 
son,  in  trust  for  the  Pittsburgh  and  Steubenville  Railroad  Com¬ 
pany,  consideration  $1.00,  subject  to  certain  claims  of  Isaac  Jones 


CORPORATE  HISTORY. 


II 


and  others.  Deed,  October  16,  1858,  of  Daniel  Tyler  and  Am¬ 
brose  W.  Thompson  to  Thomas  Seabrooke,  trustee.  Deed,  Sep¬ 
tember  9,  1874,  Thomas  Seabrooke,  trustee,  to  the  Pittsburgh, 
Cincinnati  and  St,  Louis  Railway  Company.  None  of  these 
right  of  way  deeds  are  printed  in  this  compilation. 

Manfull,  Nicholson  and  Company,  after  doing  work  to  the 
amount  of  $692,644.52,  having  abandoned  their  contract  August 
14,  1856,  a  lease  of  the  road  was  made  May  10,  1856,  to  John 
S.  King  and  Ambrose  W.  Thompson  for  20  years  from  the  date 
thereof,  which  was  approved  by  the  stockholders  of  the  Pitts¬ 
burgh  and  Steubenville  Railroad  Company  May  21,  1856,  and 
the  board  of  directors  was  authorized  to  make  any  alterations 
or  modifications  giving  additional  strength  and  effectiveness  to 
the  lease  to  enable  the  contractors  more  speedily  to  finish  the 
road.  Under  this  lease,  as  modified  by  resolutions  of  the  board 
of  directors  of  the  Pittsburgh  and  Steubenville  Railroad  Com¬ 
pany  adopted  June  18,  1856,  and  July  29,  1856,  and  other  reso¬ 
lutions,  King  and  Thompson  were  to  complete  the  road  from 
Pittsburgh  to  the  Ohio  river  and  build  bridges  and  tracks  across 
the  Monongahela  and  Ohio  rivers  connecting  the  Pittsburgh  and 
Steubenville  Railroad  with  the  Pennsylvania  Railroad  and  the 
Steubenville  and  Indiana  Railroad,  to  pay  existing  liabilities,  and 
to  pay  the  company  40  per  cent,  of  the  gross  receipts  when  the 
r.oad  was  in  operation.  They  were  to  receive  $1,500,000  mort¬ 
gage  bonds  of  the  company  and  $200,000  capital  stock.  The 
company  agreed  to  satisfy  the  mortgage  of  January  1,  1855,  des¬ 
cribed  below,  and  take  up  outstanding  bonds.  Some  construc¬ 
tion  was  done  on  the  road  by  King  and  Thompson,  including 
work  on  the  bridge  across  the  Ohio  river  at  Steubenville,  but 
lack  of  means  to  complete  this  undertaking  compelled  them,  in 
the  latter  part  of  1857,  to  assign  their  lease  to  the  Western 
Transportation  Company,  a  corporation  of  Pennsylvania  in 
which  the  Pennsylvania  Railroad  Company  became  the  principal 
stockholder  and  whose  history  is  given  below. 

The  company  entered  into  an  agreement  December  30,  1857, 
with  the  Western  Transportation  Company  for  the  completion  of 
the  road.  This  agreement  was  superseded  by  the  agreement  of 
June  3,  1858,  under  which  the  Western  Transportation  Company 
was  to  complete  the  road  from  Pittsburgh  to  the  east  side  of  the 
Ohio  river  opposite  Steubenville,  in  accordance  with  the  lease 


12  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


made  by  the  Pittsburgh  and  Steubenville  Railroad  Company  to 
Thompson  and  King  except  as  modified  by  this  agreement.  It 
was  also  to  settle  for  right  of  way  then  unpaid  for. 

It  was  to  receive  $1,000,000  first  mortgage  bonds,  which  were 
to  be  placed  in  the  hands  of  J.  Edgar  Thomson,  as  trustee,  and 
delivered  by  him  to  the  Western  Transportation  Company  as  the 
work  progressed,  and  also  $200,000  capital  stock  and  certain 
second  mortgage  and  income  bonds.  The  debts  created  by  King 
and  Thompson  in  the  construction  of  the  road  were  to  be  paid 
in  second  mortgage  bonds.  It  was  understood  in  this  agree¬ 
ment  that  the  Pennsylvania  Railroad  Company  would  construct 
a  tunnel  and  a  bridge  over  the  Monongahela  river  to  connect  its 
line  with  the  Pittsburgh  and  Steubenville  Railroad. 

This  agreement  was  amended  by  the  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company  February  1,  1859,  and  the  amendment 
approved  by  the  Western  Transportation  Company  February 
1859.  This  modification  provided  for  the  payment  of  interest  out 
of  the  rental  on  certain  securities  to  be  issued  by  the  company  to 
the  contractors  called  “  certified  estimates.”  The  “  certified  esti¬ 
mates  ”  were  to  be  convertible  into  income  bonds. 

An  arrangement  was  made  by  which  the  first  mortgage  bonds 
which  had  been  delivered  to  King  and  Thompson  under  their 
contract  of  May  10,  1856,  and  sold  or  hypothecated  by  them* 
were  returned  to  the  company  in  exchange  for  second  mortgage 
bonds,  and  the  first  mortgage  bonds  placed  in  the  hands  of  J. 
Edgar  Thomson,  trustee,  for  delivery  to  the  Western  Trans¬ 
portation  Company. 

Owing  to  delay  in  obtaining  a  satisfactory  charter  from  the 
Virginia  Legislature  to  build  a  bridge  over  the  Ohio  river,  as 
well  as  to  financial  difficulties,  work  under  this  contract  was  not 
commenced  until  the  latter  part  of  1862.  The  road  was  com¬ 
pleted  by  the  Western  Transportation  Company,  the  portion  in 
West  Virginia  originally  built  by  Edgington  and  Wells  having 
been  reconstructed,  and  the  bridge  across  the  Ohio  river  finished; 
and  was  opened  for  operation  October  9,  1865. 

LEASE  OF  ROAD. 

The  company  entered  into  a  lease,  December  30,  1857,  with 
the  Western  Transportation  Company,  under  which  that  com¬ 
pany  was  to  equip  the  road  and  hold  it  for  20  years  from  the 


CORPORATE  HISTORY. 


13 


date  it  was  completed,  the  rental  to  be  40  per  cent,  of  the  gross 
earnings  but  to  be  applied  by  the  lessee  to  the  payment  of  inter¬ 
est  on  bonds  and  stock. 


CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  act  of  incorporation  of 
March  24,  1849,  was  16,000  shares,  to  be  increased  by  the  stock¬ 
holders  to  an  amount  sufficient  to  build  the  road.  The  stock¬ 
holders,  July  15,  1853,  authorized  its  increase  to  30,000  shares, 
and  on  May  20,  1856,  to  60,000  shares  ($3,000,000).  The  par 
value  of  the  shares  was  $50.  In  accordance  with  the  agreements 
with  King  and  Thompson  and  the  Western  Transportation  Com¬ 
pany  for  completing  the  road,  capital  stock  was  not  to  be  issued 
to  exceed  $1,500,000. 

The  amount  of  capital  stock  issued  was  $1,500,000,  of  which 
the  city  of  Pittsburgh  and  Allegheny  county  subscribed  $1,050,- 
000.  At  the  time  of  the  sale  of  the.  road  under  foreclosure  the 
Pennsylvania  Railroad  Company  held  $1,200,000.  The  interests 
of  the  stockholders  were  extinguished  by  the  sale  of  the  road. 

MORTGAGES  AND  BONDS. 

Mortgage,  dated  October  1,  1853,  to  Robert  McKnight,  John 
A.  Wilson  and  Robert  Woods,  trustees,  securing  $600,000 
bonds,  payable  January  1,  1884,  bearing  6  per  cent,  interest. 
This  mortgage  was  recorded  in  Allegheny  and  Washington  coun¬ 
ties,  Pennsylvania,  and  the  bonds  were  executed,  but  none  of 
them  were  issued,  and  the  mortgage  was  satisfied  of  record  in 
May,  1854. 

Mortgage  dated  January  1,  1855,  to  J.  Edgar  Thomson,  John 
Graham  and  Reuben  Miller,  Jr.,  securing  $800,000  bonds  of 
$1,000  each,  dated  January  1,  1855,  payable  January  1,  1865, 
bearing  7  per  cent,  interest.  There  were  issued  $671,000,  most 
of  which  were  hypothecated.  In  accordance  with  the  contract 
of  May  10,  1856,  with  King  and  Thompson,  all  these  bonds  were 
taken  up.  The  trustees  executed  a  release  of  this  mortgage  Jan¬ 
uary  15,  1857,  which  was  duly  recorded  in  Allegheny  and  Wash¬ 
ington  counties. 

First  mortgage  dated  August  1,  1856,  to  Thomas  McElrath, 
securing  $1,000,000  bonds  of  $1,000  each,  dated  August  1,  1856, 
payable  August  1,  1881,  bearing  7  per  cent,  interest.  All  of 


14  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

these  bonds  were  issued.  A  large  number  of  them  were  first 
issued  to  King  and  Thompson  under  their  contract  of  May  io, 
1856,  but  on  the  assignment  of  that  contract  to  the  Western 
Transportation  Company,  an  arrangement  was  made  by  the  Pitts¬ 
burgh  and  Steubenville  Railroad  Company  whereby  they  were 
returned  in  exchange  for  second  mortgage  bonds  and  delivered 
to  the  Western  Transportation  Company  in  accordance  with 
agreement  of  June  3,  1858.  This  mortgage  was  foreclosed  and 
the  road  sold  November  6,  1867,  for  $1,960,000,  to  W.  J.  How¬ 
ard,  representing  the  first  mortgage  bondholders.  Settlement 
was  made  by  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company  with  the  holders  of  these  bonds,  most  of  them  being 
exchanged  for  its  own  first  mortgage  bonds.  About  one-half 
of  them  were  owned  by  the  Pennsylvania  Railroad  Company  and 
Western  Transportation  Company. 

Second  mortgage,  dated  August  1,  1856,  to  Ambrose  W. 
Thompson  and  Daniel  Tyler,  securing  $500,000  bonds  dated 
August  1,  1856,  payable  August  1,  1881,  bearing  7  per  cent,  in¬ 
terest,  $350,000  of  them  being  for  $1,000  each;  $125,000  for  $500 
each  and  $25,000  for  $100  each,  all  of  which  were  issued.  The 
Pennsylvania  Railroad  Company  and  the  Western  Transportation 
Company  owned  $448,000  of  these  bonds,  at  the  time  of  foreclos- 
ure  of  the  first  mortgage. 

Income  bonds.  In  accordance  with  the  contract  of  June  3, 
1858,  with  the  Western  Transportation  Company  there  were 
$400,000  income  bonds  dated  August  1,  1862,  payable  August  ir 
1877,  bearing  6  per  cent,  interest,  issued  to  that  company,  besides 
other  securities.  This  contract  also  provided  that  in  case  the 
cost  of  completing  the  road  exceeded  $750,000,  income  bonds 
would  be  issued  at  par  for  the  additional  cost,  under  which 
arrangement  there  was  due  the  Western  Transportation  Com¬ 
pany  $1,020,000  income  bonds  in  addition  to  the  $400,000  issued. 

SALE  OF  ROAD. 

The  company  having  defaulted  in  the  payment  of  interest  on 
its  first  mortgage  bonds,  foreclosure  proceedings  were  commenced 
by  Thomas  McElrath,  trustee,  in  the  Supreme  Court  of  Pennsyl¬ 
vania,  Western  District,  October  and  November  terms,  1865, 
which  were  transferred  to  the  Eastern  District  January  16,  1866 


CORPORATE  HISTORY. 


15 


A  decree  of  sale1  was  entered  May  29,  1867,  for  the  sale  of  the 
road  from  Pittsburgh  to  the  Ohio  river,  the  court  holding  that 
the  part  of  the  road  in  West  Virginia  was  covered  by  the  mort¬ 
gage,  by  force  of  its  terms  and  intent.  The  road  was  sold 
November  6,  1867,  by  Thomas  McElrath,  trustee,  to  W.  J. 
Howard,  representing  the  first  mortgage  bondholders,  for 
$1,960,000.  The  terms  of  sale  were  that  $25,000  should  be  paid 
in  cash,  and  that  first  mortgage  bonds  and  coupons  would  be 
received  as  cash  in  the  payment  of  the  balance  of  the  purchase 
money.  The  amount  of  unpaid  coupons  with  interest  to  January 
10,  1867,  was  $865,234.06.  A  decree  of  confirmation  of  sale  was 
entered  November  20,  1867.1 

In  accordance  with  a  petition  of  the  purchaser  a  further  decree 
was  entered  December  7,  1867,  ordering  a  deed  to  be  executed, 
and  the  road  was  conveyed  to  W.  J.  Howard  by  deed  of  Thomas 
McElrath,  dated  December  7,  1867. 

The  Pennsylvania  Railroad  Company  was  the  holder  of  most 
of  the  securities  of  the  Pittsburgh  and  Steubenville  Railroad 
Company,  and  after  its  sale  it  was  reorganized  under  the  name 
of  the  Pan  Handle  Railway  Company. 

WESTERN  TRANSPORTATION  COMPANY.5 

The  Western  Transportation  Company  was  incorporated  by 
special  act  of  the  Pennsylvania  Legislature,  approved  March  15, 
1856,  subject  to  the  act  approved  February  19,  1849,  regulating 
railroad  companies,  to  lease,  finish,  equip  and  operate  the  Pitts¬ 
burgh  and  Steubenville  Railroad.  By  act  of  April  21,  1858,  it 
was  authorized  to  lease,  finish,  equip  and  operate  railroads  con¬ 
necting  with  the  Pittsburgh  and  Steubenville  Railroad  Company 
directly  or  by  means  of  other  roads.  The  acts  approved  April  2, 
1859,  and  May  1,  1861,  authorized  increases  of  capital  stock  and 
the  issue  of  bonds  in  the  manner  prescribed.  The  act  approved 
June  21,  1865,  extended  to  the  Western  Transportation  Com¬ 
pany  the  rights  and  privileges  conferred  on  railroad  companies 
by  “  An  Act  relating  to  certain  corporations, approved  April  23, 
1861. 

The  act  approved  April  17,  1866,  authorized 'the  execution  of 
a  mortgage  upon  the  property  of  the  company  acquired  or  to  be 
acquired. 


1  Decrees  of  sale  and  confirmation  of  sale  recited  in  deed  of  Thomas 
McElrath  to  William  J.  Howard,  page  209.  2  See  page  196. 


1 6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


The  company  completed  the  construction  of  the  Pittsburgh  and 
Steubenville  Railroad  from  Pittsburgh  to  the  Ohio  river  in  ac¬ 
cordance  with  contract  of  June  3,  1858,  and  under  date  of  De¬ 
cember  30,  1857,  leased  the  road  for  a  period  of  20  years  from  the 
date  of  its  completion.  They  obtained  a  charter  from  the  state 
of  Virginia  under  the  name  of  the  Holliday’s  Cove  Railroad  Com¬ 
pany,  for  constructing  a  railroad  across  the  “  Panhandle  ”  of 
that  state  and  a  bridge  over  the  Ohio  river,  and  were  the  owners 
of  the  capital  stock  of  that  company.  They  organized  the  Wheel¬ 
ing  Railroad  Bridge  Company,  owned  its  capital  stock,  and  after¬ 
ward  disposed  of  it  in  accordance  with  the  acts  incorporating 
the  Holliday’s  Cove  Railroad  Company.  In  constructing  the 
bridge  over  the  Ohio  river  at  Steubenville,  they  purchased  the 
right  of  way  between  the  west  bank  of  the  Ohio  river  and  the 
depot  in  Steubenville  and  constructed  thereon  a  railroad,  which 
was  afterward  conveyed  to  the  Steubenville  and  Indiana  Railroad 
Company. 

These  matters  are  more  fully  referred  to  in  the  sketches  of  cor¬ 
porate  history  of  the  companies  named. 

The  company  was  dissolved  in  1868. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  act  of  incorporation  of 
March  15,  1856,  was  $300,000,  in  shares  of  $1,000  each,  to  be  in¬ 
creased  to  $600,000  from  time  to  time  as  might  be  determined  by 
the  company.  By  act  of  April-  2,  1859,  authority  was  given  to 
increase  it  to  $1,200,000.  There  was  issued  about  $950,000,  the 
Pennsylvania  Railroad  Company  being  the  principal  stockholder. 

MORTGAGES  AND  BONDS. 

First  mortgage  dated  November  1,  1867,  to  William  J.  How¬ 
ard,  trustee,  securing  $1,200,000  bonds  of  $20,000  each,  dated 
November  1,  1867,  payable  November  1,  1877,  bearing  6  per 
cent,  interest.  This  mortgage  covered  the  property,  rights  and 
franchises  of  the  company,  including  the  lease  of  the  Pittsburgh 
and  Steubenville  Railroad.  There  were  $1,060,000  bonds  issued, 
all  of  which  were  owned  by  the  Pennsylvania  Railroad  Company. 
In  June,  1868,  the  Western  Transportation  Company  sold  all  of 
its  equipment  to  the  Pittsburgh,  Cincinnati  and  St.  Louis  Rail¬ 
way  Company  for  $1,000,000  of  the  first  mortgage  bonds  of  that 
company,  which  were  delivered  to  the  Pennsylvania  Railroad 


CORPORATE  HISTORY. 


1  7 


Company  in  full  payment  of  the  $1,060,000  Western  Transporta¬ 
tion  Company’s  bonds,  which  were  then  cancelled.  This  mort¬ 
gage  was  executed  as  a  provisional  mortgage  to  be  used  if  nec¬ 
essary  as  a  prior  lien  on  the  portion  of  road  in  West  Virginia 
involved  in  a  suit  instituted  by  George  M.  Chapman,  a  con¬ 
tractor;  and  the  mortgage  and  the  release  thereof  were  placed 
in  the  hands  of  counsel  for  the  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company,  to  be  used  as  he  might  deem  best. 
W.  J.  Ploward,  trustee,  executed  a  release  of  the  mortgage  April 
18,  1878,  which  was  recorded  in  Allegheny  and  Washington 
counties,  Pa.,  and  in  Hancock  and  Brooke  counties,  W.  Ya., 
in  August,  1897.  The  entire  issue  of  bonds  was  destroyed  by 
burning  to  ashes  October  6,  1897. 

PAN  HANDLE  RAILWAY  COMPANY.1 

This  company  was  formed  by  reorganization  of  the  Pittsburgh 
and  Steubenville  Railroad  Company  under  the  general  law  of 
Pennsylvania  of  April  8,  1861,  entitled  “  An  Act  concerning  the 
sale  of  railroads,  canals,  turnpikes,  bridges  and  plank  roads.” 
This  act  constituted  the  person  or  persons  for  or  on  whose  ac¬ 
count  a  railroad  might  be  purchased,  a  body  politic  and  corpo¬ 
rate,  etc.  Consequently,  under  the  provisions  of  this  act  no 
conveyance  of  the  Pittsburgh  and  Steubenville  Railroad  was 
made  to  the  Pan  Handle  Railway  Company  by  its  purchaser 
under  foreclosure.2 

The  first  election  for  directors  was  held  December  28,  1867. 
A  certificate  of  incorporation  was  executed  January  14,  1868,  and 
filed  in  the  office  of  the  Secretary  of  the  Commonwealth  of  Penn¬ 
sylvania  January  15,  1868.  The  special  act  of  March  23,  1868, 
authorized  the  consolidation  of  the  company  into  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company.  It  was  consoli¬ 
dated  with  the  Steubenville  and  Indiana  Railroad  Company  and 
the  Holliday’s  Cove  Railroad  Company  under  the  name  of  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,  April 
20,  1868. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  certificate  of  incorporation 
was  $4,400,000  in  shares  of  $50  each,  of  which  $1,000,000  was  first 

1  See  page  206. 

2  The  purchaser,  W.  J.  Howard,  made  a  deed  of  this  property  to  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company.  See  page  314. 


2 


l8  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

preferred  7  per  cent,  stock,  $2,400,000  second  preferred  8  per 
cent,  stock,  which  the  company  reserved  the  right  to  redeem  at 
par  at  its  option  at  any  time  within  five  years,  and  $1,000,000 
common  stock,  all  of  which  was  issued. 

A  resolution  of  the  board  of  directors,  December  28,  1867, 
authorized  the  $2,400,000  second  preferred  stock  to  be  exchanged 
for  $2,400,000  first  mortgage  bonds,  and  the  stock  held  for  can¬ 
cellation.  In  the  consolidation  of  the  company  into  the  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company  the  first  pre¬ 
ferred  stock  was  exchanged  for  first  preferred  stock  of  the  new 
company  share  for  share,  and  the  common  stock  at  the  rate  of 
two  shares  for  one  of  the  new  company.  The  second  preferred 
stock  of  the  company  was  merged  into  the  capital  stock  of  the 
new  company  and  no  stock  of  that  company  was  issued  in  ex¬ 
change  therefor. 


MORTGAGES  AND  BONDS. 

First  mortgage,  dated  February  1,  1868,  to  Thomas  T.  Firth, 
trustee,  securing  $3,500,000  bonds,  of  which  $3,000,000,  num¬ 
bered  from  1  to  30,  were  for  $100,000  each,  and  $500,000  num¬ 
bered  from  31  to  530  for  $1,000  each,  dated  February  1,  1868, 
payable  February  1,  1898,  bearing  7  per  cent,  interest.  There 
were  issued  $2,400,000  of  the  $100,000  bonds.  They  were  ex¬ 
changed  for  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Com¬ 
pany’s  first  mortgage  bonds,  and  were  destroyed  by  burning 
July  18,  1876.  The  mortgage  was  satisfied  of  record  in  Alle¬ 
gheny  county,  Pennsylvania,  and  Brooke  county,  West  Virginia, 
July  21,  1876,  and  in  Washington  county,  Pennsylvania,  and 
Hancock  county,  West  Virginia,  in  November,  1880. 

HOLLIDAY’S  COVE  RAILROAD  COMPANY.1 

The  Holliday’s  Cove  Railroad  Company  was  incorporated  by 
special  act  of  the  Virginia  Legislature  March  30,  i860,  to  con¬ 
struct  a  railroad  from  the  Pennsylvania  line  to  or  near  the  city 
of  Steubenville,  and  a  bridge  across  the  Ohio  river.  This  act 
authorized  the  purchase  or  lease  of  any  railroad  or  bridge  pre¬ 
viously  constructed  on  this  route. 

The  act  also  provided  that  before  the  opening  of  the  road  and 
bridge  there  should  be  ready  for  use  a  road  extending  from  Pitts- 


1  See  page  227. 


CORPORATE  HISTORY. 


19 


burgh  to  Wheeling  via  the  Chartiers  Valley  and  the  Hempfield 
railroads  or  via  the  Pittsburgh  and  Steubenville  and  the  Holli¬ 
day’s  Cove  railroads,  and  also  a  bridge  over  the  Ohio  river  at 
Wheeling,  the  charter  for  the  Wheeling  bridge  to  be  obtained  at 
that  session  of  the  Legislature,  and  its  erection  to  progress  at  an 
equal  pace  with  the  bridge  across  the  river  at  Steubenville. 

The  Legislature  of  West  Virginia  passed  an  act  January  19, 
1863,  repealing  sections  7,  8,  9,  10,  11,  12  and  13  of  the  act'  of 
March  30,  i860,  thus  removing  the  obligations  of  the  company 
to  provide  a  bridge  at  Wheeling  and  a  railroad  to  that  point.  It 
authorized  the  transfer  of  the  capital  stock  of  the  Wheeling  Rail¬ 
road  Bridge  Company,  which  had  been  organized  in  pursuance 
of  the  act  of  March  30,  i860,  as  is  shown  in  the  sketch  of  corpo¬ 
rate  history  of  that  company  given  below.  It  also  authorized  the 
construction  of  a  branch  railroad  from  the  eastern  side  of  the 
Ohio  river  via  Wellsburg  to  Wheeling,  but  nothing  was  done 
under  this  authority. 

The  first  election  for  directors  was  held  May  26,  i860. 

As  will  be  seen  in  the  history  of  the  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company,  the  railroad  from  the  Pennsylvania  state 
line  through  West  Virginia  to  the  east  bank  of  the  Ohio  river 
was  constructed  and  owned  by  the  Pittsburgh  and  Steubenville 
Railroad  Company,  the  right  of  way  having  been  acquired  by  pri¬ 
vate  purchase,  and  a  contract  for  completing  the  road  entered 
into  with  the  Western  Transportation  Company  June  3,  1858. 
This  portion  of  the  road  was  not  subsequently  conveyed  to  the 
Holliday’s  Cove  Railroad  Company. 

The  conditions  above  described,  which  had  been  imposed  by 
the  act  of  March  30,  i860,  for  the  benefit  of  the  city  of  Wheeling, 
having  been  removed  by  the  act  of  the  West  Virginia  Legislature 
of  January  19,  1863,  an  agreement  was  entered  into  January  23, 
1863,  with  George  W.  McCook  for  the  construction  of  the  bridge 
over  the  Ohio  river  and  its  lease  for  999  years,  the  consideration 
for  constructing  the  bridge  being  $300,000  first  mortgage  bonds 
of  the  company.  The  act  of  Congress  approved  July  14,  1862, 
authorized  the  construction  of  the  bridge.  The  Ohio  Legisla¬ 
ture  had  passed  an  act  March  12,  1849,  and  a  joint  resolution 
February  25,  1852,  authorizing  the  construction  by  the  Steuben¬ 
ville  and  Indiana  Railroad  Company  of  a  bridge  over  the  Ohio 
river. 

Under  the  agreement  of  January  23,  1863,  with  George  W. 


20  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


McCook  the  bridge  was  constructed,  and  opened  for  operati* 
in  the  latter  part  of  1865.  There  was  also  constructed  at  t 
same  time,  as  an  extension  of  the  Steubenville  and  Indiana  Ra 
road,  the  portion  of  road  between  the  west  end  of  the  bridge  ai 
the  depot  in  Steubenville  which  was  afterward  conveyed  to  t 
Steubenville  and  Indiana  Railroad  Company  by  deed  of  Geor; 
W.  McCook,  trustee,  dated  November  1,  1867.  The  agreeme 
and  lease  of  January  23,  1863,  and  an  agreement  of  July  23,  i8( 
between  the  Holliday’s  Cove  Railroad  Company,  the  Pennsylv 
nia  Railroad  Company  and  George  W.  McCook  relative  to  tl 
application  of  the  revenue  of  the  bridge,  were  assigned  by  Geor; 
W.  McCook  under  date  of  December  24,  1866,  to  J.  Edg 
Thomson,  trustee,  for  the  Pennsylvania  Railroad  Company.  1 
an  agreement  dated  October  1,  1875,  between  the  Pennsylvan 
Railroad  Company,  Pennsylvania  Company,  Pittsburgh,  Cinci 
nati  and  St.  Louis  Railway  Company,  and  George  B.  Roberl 
trustee,  the  lease  and  agreement  between  the  Holliday’s  Co 
Railroad  Company  and  George  W.  McCook  and  the  agreeme 
of  July  23,  1866,  above  referred  to,  together  with  the  assignme 
of  these  agreements  to  J.  Edgar  Thomson,  trustee,  were  ca| 
celled,  and  the  Steubenville  bridge  became  the  property  of  t 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  subjd 
to  the  terms  of  the  agreement  of  October  1,  1875. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  act  of  incorporation 
March  30,  i860,  was  $300,000,  in  shares  of  $50  each.  The  act 
February  27,  1867,  authorized  its  increase  to  $1,500,000.  Oni 
$300,000  was  issued,  all  of  which  was  held  by  the  Western  Tran: 
portation  Company  and  afterward  by  the  Pennsylvania  Railrojl 
Company.  In  the  consolidation  of  the  company  into  the  Pittj 
burgh,  Cincinnati  and  St.  Louis  Railway  Company  April  2 
1868,  the  capital  stock,  by  the  terms  of  the  articles  of  consolid 
tion,  was  merged  into  the  capital  stock  of  the  new  company  ai 
no  stock  issued  in  exchange  therefor. 

The  $300,000  capital  stock  of  this  company  was  transferred  I 
the  Pennsylvania  Railroad  Company  to  the  Pennsylvania  Cor 
pany  April  1,  1871. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  February  2,  1863,  to  J.  Edgar  Thomsq 
trustee,  securing  $300,000  bonds,  of  $1,000  each,  dated  Februa1 


CORPORATE  HISTORY. 


21 


2,  1863,  payable  February  1,  1893,  bearing  6  per  cent,  interest, 
all  of  which  were  issued.  This  mortgage  covered  the  bridge 
over  the  Ohio  river  and  approaches,  the  income  and  tolls  of  the 
bridge  and  the  franchises  of  the  company.  The  bonds  were  called 
the  “  Steubenville  Bridge  Bonds.”  They  were  paid  at  ma¬ 
turity  and  destroyed.  W.  H.  Barnes,  trustee,  executed  a  release 
of  the  mortgage,  May  17,  1893,  which  was  recorded  in  Jefferson 
county,  Ohio,  May  23,  1893,  and  in  Brooke  county,  West  Vir¬ 
ginia,  May  26,  1893. 

Second  mortgage,  dated  July  23,  18 66,  to  J.  Edgar  Thomson, 
trustee,  securing  $400,000  bonds,  of  $1,000  each,  dated  April  2, 
1866,  payable  April  2,  1896,  bearing  7  per  cent,  interest;  all  of 
which  were  issued.  The  mortgage  covered  the  bridge  over  the 
Ohio  river  and  its  approaches,  the  income  and  tolls  of  the  bridge, 
and  the  franchises  of  the  company.  The  bonds  were  called 
“  Steubenville  Bridge  Bonds."  These  bonds  were  all  owned  by 
the  Pennsylvania  Railroad  Company,  and  were  retired  by  means 
of  the  proceeds  of  the  rental  of  the  briuge,  in  accordance  with 
the  agreement  dated  July  23,  1866,  between  the  Holliday’s  Cove 
Railroad  Company,  Pennsylvania  Railroad  Company  and  George 
W.  McCook.  These  bonds  were  all  destroyed  and  W.  H. 
Barnes,  trustee,  executed  a  release  of  the  mortgage,  May  3,  1888, 
which  was  recorded  in  Brooke  county,  West  Virginia,  May  5, 
1888,  and  in  Jefferson  county,  Ohio,  May  7,  1888. 

WHEELING  RAILROAD  BRIDGE  COMPANY.1 

In  accordance  with  the  act  of  incorporation  of  the  Holliday’s 
Cove  Railroad  Company  of  March  30,  i860,  requiring  a  charter 
to  be  obtained  for  a  bridge  over  the  Ohio  river  at  Wheeling, 
a  charter  was  obtained  for  the  Wheeling  Railroad  Bridge 
Company  from  the  Virginia  legislature.  It  was  incorporated 
by  special  act  of  the  Virginia  legislature  March  31,  i860, 
to  construct  a  bridge  over  the  Ohio  river  at  Wheeling.  The 
minimum  amount  of  capital  stock  was  fixed  at  $200,000,  in 
shares  of  $100  each.  The  company  was  duly  organized,  the 
Western  Transportation  Company  subscribing  for  $180,000  of  its 
capital  stock,  which  was  the  entire  amount  subscribed.  The  sec¬ 
tions  of  the  act  of  March  30,  i860,  requiring  the  construction  of 
this  bridge  by  the  Holliday’s  Cove  Railroad  Company  were  re- 


1  See  page  238. 


22  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

pealed  by  the  act  of  the  West  Virginia  legislature  of  June  19, 
1863,  which  further  authorized  the  Western  Transportation  Com¬ 
pany  to  transfer  all  its  rights  and  interest  in  the  Wheeling  Rail¬ 
road  Bridge  Company  and  the  capital  stock  of  that  company  to 
Sobieski  Brady  and  Thomas  Sweeney,  which  transfer  was  ac¬ 
cordingly  made. 

p 

STEUBENVILLE  AND  INDIANA  RAILROAD 

COMPANY.1 

The  Steubenville  and  Indiana  Railroad  Company  was  incor¬ 
porated  by  special  act  of  the  Ohio  legislature,  approved  Febru¬ 
ary  24,  1848,  subject  to  the  provisions  of  the  act  regulating  rail¬ 
road  companies  passed  February  11,  1848,  to  construct  a  rail¬ 
road  from  Steubenville,  Ohio,  via  Connotton  or  Stillwater  creeks 
to  Mt.  Vernon,  Ohio;  thence  by  the  most  eligible  route  to  the 
Indiana  state  line  at  any  point  between  Wilshire  and  Fort  Re¬ 
covery.  The  act  approved  March  12,  1849,  authorized  the 
building  of  a  branch  railroad  from  Coshocton  to  Columbus, 
Ohio,  via  Newark  or  Mt.  Vernon,  and  the  construction  with  the 
consent  of  the  Virginia  legislature  of  a  bridge  over  the  Ohio 
river  at  Steubenville.  It  also  authorized  the  company  to  con¬ 
nect  its  road  by  agreement  with  any  other  railroad,  and  author¬ 
ized  certain  counties  to  subscribe  to  the  capital  stock. 

The  acts  approved  March  21,  1850,  and  January  16,  1851,  regu¬ 
lated  the  subscription  of  towns  and  counties  to  the  capital  stock. 

Joint  resolutions  were  passed  by  the  Ohio  legislature  Febru¬ 
ary  25,  1852,  and  January  28,  1862,  requesting  the  Virginia 
legislature  to  authorize  the  construction  by  the  Steubenville  and 
Indiana  Railroad  Company  of  a  bridge  across  the  Ohio  river. 

The  first  election  for  directors  was  held  March  6,  1850.  The 
road  was  opened  for  operation  from  the  depot  in  Steubenville  to 
Newark,  Ohio,  April  11,  1855.  The  portion  of  road  between 
the  depot  in  Steubenville  and  the  Ohio  river  was  constructed  in 
1865  by  the  Western  Transportation  Company,  at  the  time  the 
bridge  over  the  river  was  built.  This  property  was  conveyed 
by  deed  dated  November  1,  1867,  of  George  W.  McCook,  trustee 
for  the  Western  Transportation  Company,  and  a  mortgage  for 
$61,000,  the  amount  of  the  purchase  money,  delivered  to  that 
company.  This  mortgage  is  described  below. 


1  See  page  242. 


CORPORATE  HISTORY. 


23 


The  Cadiz  branch  was  built  by  the  company  under  the  pro¬ 
visions  of  the  general  law  of  Ohio  passed  February  11,  1848, 
which  authorized  railroads  to  construct  branches  to  any  point 
in  the  counties  through  which  they  passed.  It  was  constructed 
in  accordance  with  an  agreement  with  the  trustees  of  Cadiz  town¬ 
ship  dated  June  17,  1852,  whereby  in  consideration  of  the  trustees 
having  delivered  $100,000  of  the  bonds  of  the  township,  and 
further  agreeing  to  procure  subscriptions  to  the  capital  stock 
amounting  to  $30,000,  and  procuring  releases  for  right  of  way, 
or  additional  stock  and  subscriptions  sufficient  to  cover  the  dam¬ 
ages  assessed  in  obtaining  the  right  of  way,  the  company  was  to 
build  a  branch  railroad  from  a  point  in  Harrison  county  to  or 
near  Cadiz,  to  be  operated  in  accordance  with  the  terms  of  the 
contract.  This  branch  was  opened  for  operation  in  1855. 

COLUMBUS  AND  NEWARK  DIVISION. 

During  1852  and  1853  surveys  were  made  for  the  extension  of 
the  Steubenville  and  Indiana  Railroad  from  Newark  to  Colum¬ 
bus  by  way  of  Granville.  Rights  of  way  were  procured  and 
preparations  were  made  for  letting  the  work,  but  no  construction 
was  done  and  the  project  of  building  an  independent  line  was 
finally  abandoned.  Thereupon,  a  contract  was  made  April  17, 
1857,  with  the  Central  Ohio  Railroad  Company  for  the  use  of 
its  road  from  Newark  to  Columbus,  and  a  connection  was  made 
at  Newark.  Funds  for  the  purchase  of  the  right  of  way  of  this 
connection  were  advanced  by  the  Columbus  and  Xenia  Railroad 
Company,  and  the  titles  thereto  were  taken  in  the  name  of  that 
company,  and  in  1871  transferred  to  the  Pittsburgh,  Cincinnati 
and  St.  Louis  Railway  Company.  An  agreement  was  made 
March  14,  1864,  between  the  Central  Ohio  Railroad  Company 
and  the  Steubenville  and  Indiana  Railroad  Company  in  accord¬ 
ance  with  which  the  undivided  one-half  of  the  road  between 
Newark  and  Columbus  was  sold  to  the  Steubenville  and  Indiana 
Railroad  Company.  The  sale  was  confirmed  by  decree  of  the 
United  States  Circuit  Court  for  the  Southern  District  of  Ohio  at 
its  June  term,  1864, The  Central  Ohio  Railroad  being  in  the  hands 
of  a  receiver  appointed  by  that  court,  in  which  also  foreclosure 
proceedings  were  pending.  A  deed  was  executed  August  31, 

1  Order  confirming  sale  recited  in  deed  of  August  31,  1864,  page  257. 


24  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

1864,  by  the  Central  Ohio  Railroad  Company  and  H.  J.  Jewett, 
receiver,  conveying  an  undivided  one-half  of  this  property  free 
from  all  incumbrances  to  the  Steubenville  and  Indiana  Railroad 
Company  for  $775,000.  This  sale  was  made  under  the  pro¬ 
visions  of  the  act  of  the  Ohio  legislature  of  April  7,  1863.  An 
agreement  was  entered  into  with  the  Central  Ohio  Railroad  Com¬ 
pany  in  January,  1865,  for  the  operation  and  maintenance  of  the 
Columbus  and  Newark  Division  as  contemplated  in  the  deed  of 
August  31,  1864.  In  1882  the  Baltimore  and  Ohio  Railroad 
Company,  lessee  of  the  Central  Ohio  Railroad,  made  application 
to  the  courts  to  have  the  entire  property  placed  under  their  con¬ 
trol,  which  was  done  so  far  as  the  running  of  trams  and  mainte¬ 
nance  of  the  road  was  concerned.  The  Pittsburgh,  Cincinnati 
and  St.  Louis  Railway  Company,  into  which  the  Steubenville 
and  Indiana  Railroad  Company  had  been  consolidated,  brought 
suit  for  a  partition  of  the  property,  which  was  denied  by  the  Ohio 
Supreme  Court. 

In  1883  an  arrangement  wras  made  between  the  two  companies 
for  the  operation  and  maintenance  of  the  Columbus  and  Newark 
Division. 

The  Central  Ohio  Railroad  Company  was  incorporated  by 
special  act  of  the  Ohio  legislature  passed  February  8,  1847,. 
amended  by  acts  passed  March  8,  1849,  and  March  20,  1850,  to 
build  a  railroad  from  Columbus  through  Newark  and  Zanesville 
to  the  Ohio  river.  Nine  other  special  acts  relating  to  subscrip¬ 
tions  to  the  capital  stock  by  counties  and  towns  were  passed  in 
1848,  1849,  1850  and  185 1.1 

The  Central  Ohio  Railroad  Company  placed  the  following 
mortgages  upon  its  railroad:  Mortgage,  dated  January  21,  1851,. 
to  George  S.  Coe,  on  the  road  between  Columbus,  Ohio,  and 
Zanesville,  Ohio,  securing  $450,000  bonds,  payable  February  1^ 
1861;  mortgage  dated  April  21,  1852,  to  George  S.  Coe,  on  the 
road  between  Zanesville  and  a  point  opposite  Wheeling,  W.  Va., 
securing  $800,000  bonds,  payable  May  1,  1864;  mortgage  dated 
August  22,  1853,  to  George  S.  Coe,  on  the  entire  line  between 
Columbus,  Ohio,  and  a  point  opposite  Wheeling,  W.  Va.,  secur¬ 
ing  $800,000  bonds,  payable  September  1,  1865;  mortgage  dated 
October  20,  1855*  to  George  S.  Coe,  supplemental*}"  to  the  above 
mortgages,  and  executed  to  further  secure  the  payment  of  bonds. 


1  The  first  three  acts  are  printed.  The  nine  special  acts  are  omitted. 


CORPORATE  HISTORY. 


25 


issued  under  those  mortgages;  mortgage  dated  April  22,  1856, 
to  Richard  Stilwell,  on  the  entire  road  between  Columbus  and  a 
point  opposite  Wheeling,  securing  $2,000,000  bonds,  payable  July 
1,  1876.1 

Proceedings  for  the  foreclosure  of  these  mortgages  were  in¬ 
stituted  in  the  United  States  Circuit  Court  for  the  Southern  Dis¬ 
trict  of  Ohio,  and  by  agreement  of  the  parties  a  decree  of  fore¬ 
closure  of  the  fourth  mortgage  of  April  22,  1856,  to  Richard  Stil¬ 
well,  was  entered  January  4,  1865.  The  road,  except  the  undi¬ 
vided  one-half  between  Newark  and  Columbus,  was  ordered  to 
be  sold,  subject  to  the  lien  of  the  first  and  second  mortgages. 
The  third  mortgage  bonds  had  been  retired  by  the  proceeds  of 
the  sale,  during  the  pendency  of  these  proceedings,  of  the  undi¬ 
vided  one-half  of  the  road  between  Newark  and  Columbus,  to 
the  Steubenville  and  Indiana  Railroad  Company.  The  road  was 
sold  March  28,  1865,  its  sale  was  confirmed  November  10,  1865, 
and  it  was,  with  the  exception  of  the  undivided  one-half  of  the 
portion  between  Columbus  and  Newark,  conveyed  by  deed  of 
January  29,  1866,  to  the  “  Central  Ohio  Railroad  Company,  as 
reorganized,”  which  company  had  been  organized  by  the  pur¬ 
chasers  in  pursuance  of  a  plan  of  reorganization  entered  into  by 

the  stockholders  and  creditors  of  the  old  company. 

% 

RECEIVERSHIP. 

The  company  being  unable  to  meet  its  liabilities,  a  petition  was 
filed  in  the  common  pleas  court  of  Harrison  county,  Ohio, 
praying  for  the  appointment  of  a  receiver.  Accordingly,  Thomas 
L.  Jewett  was  appointed  by  decree  of  the  court,  September  2, 
1859,  and  the  road  was  operated  by  him  until  May  1,  1868.  On 
October  1,  1865,  the  receiver  concluded  arrangements  with  the 
Western  Transportation  Company,  lessee  of  the  Pittsburgh  and 
Steubenville  Railroad  Company,  and  with  the  Holliday’s  Cove 
Railroad  Company  and  the  Pennsylvania  Railroad  Company  for 
operating  the  entire  line,  from  Pittsburgh  to  Columbus,  as  the 
“  Pittsburgh,  Columbus  and  Cincinnati  Railroad  Company.”  2  and 
it  was  so  operated  until  the  consolidation  of  the  companies  as  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company.  The 
accounts  of  the  receivership  were  settled  and  the  receiver  was 

1  These  mortgages  are  not  printed  in  this  work,  as  the  road  was  con¬ 
veyed  free  from  all  incumbrances. 

2  This  was  simply  an  operating  title. 


26  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

formally  discharged  at  the  October  term,  1870,  of  the  Harrison 
county  common  pleas  court. 

In  1863  foreclosure  proceedings  were  instituted  in  the  Harri¬ 
son  county  common  pleas  court  by  Robert  Garrett  and  the 
Pennsylvania  Railroad  Company  under  which  an  order  of  sale 
was  entered  January  6,  1864.1  The  road  was  sold  February  27, 
1864,  to  J.  Edgar  Thomson,  Henry  M.  Alexander  and  George 
W.  McCook  for  $1,908,889,  but  pending  a  confirmation  of  the 
sale  a  plan  for  the  adjustment  of  the  liabilities  without  a  sale  of 
the  road  was  entered  into  by  the  creditors  and  stockholders  in 
April,  1864.  This  plan,  which  is  referred  to  more  fully  below 
under  “  Capital  Stock  ”  and  “  Mortgages  and  Bonds,”  was  sub¬ 
stantially  carried  out,  and  the  road  remained  in  the  hands  of 
the  receiver,  its  sale  not  being  confirmed. 

The  company  was  consolidated  with  the  Pan  Handle  Railway 
Company  and  the  Holliday’s  Cove  Railroad  Company  April  20, 
1868,  under  the  name  of  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  act  of  incorporation  of 
February  24,  1848,  was  $3,000,000,  in  shares  of  $50  each.  Of 
this  amount  there  was  $2,000,000  issued.  ‘In  accordance  with  an 
agreement  of  November  14,  1863,  between  Robert  Garrett  and 
Sons,  J.  Edgar  Thomson  and  the  Steubenville  and  Indiana  Rail¬ 
road  Company  and  in  conformity  to  the  plan  of  reorganization 
of  the  affairs  of  the  company  without  a  sale  of  the  road  which 
was  approved  by  the  stockholders  April  9,  1864,  and  by  the 
board  of  directors  April  11,  1864,  the  stockholders  surrendered 
one-half  of  their  stock  in  payment  of  certain  coupons  of  the  first 
and  second  mortgage  bonds,  and  new  certificates  of  stock  were 
issued  accordingly. 

A  certificate  of  increase  of  capital  stock  in  the  amount  of 
$2,500,000  preferred  was  filed  in  the  office  of  the  auditor  of  state 
of  Ohio,  December  26,  1867,  under  the  authority  of  the  general 
law  of  Ohio  approved  March  29,  1856,  entitled  “An  act  to  en¬ 
able  railroad  companies  to  fund  their  floating  debts.” 

There  was  issued  $1,450,950  of  this  stock,  called  first  preferred 
stock.  The  total  amount  of  capital  stock  issued  was  $3,450,950 
of  which  $2,000,000  was  common  and  $1,450,950  first  preferred. 


1  See  court  proceedings,  page  250. 


CORPORATE  HISTORY. 


27 


In  the  consolidation  of  the  company  into  the  Pittsburgh,  Cin¬ 
cinnati  and  St.  Louis  Railway  Company  April  20,  1868,  holders 
of  the  first  preferred  stock  and  of  the  common  stock  were  en¬ 
titled  to  an  equal  number  of  shares  of  stock  of  the  same  kind  in 
the  new  company.  There  is  outstanding  January  1,  1898,  of  the 
original  common  stock  $76,950,  which  is  convertible  at  50  per 
cent,  of  its  par  value,  into  reorganized  common  stock,  and  $26,- 
856.10  reorganized  common  stock  and  scrip.  There  is  a  small 
amount  of  original  common  stock  scrip  not  recognized  by  the 
Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Company. 
The  amount  of  first  preferred  stock  outstanding  is  $2,950. 

MORTGAGES  AND  BONDS. 

Original  first  mortgage,  dated  September  7,  1852,  to  Jeremiah 
Wilbur  and  Henry  M.  Alexander,  securing  $1,500,000  bonds,  of 
$1,000  each,  dated  October  1,  1852,  payable  July  1,  1865,  bear- 
ing  7  per  cent,  interest;  all  of  which  were  issued.  Default  was 
made  in  the  payment  of  interest  on  these  bonds  on  July  1,  1857, 
and  the  mortgage  was  foreclosed  as  above  shown;  but  in  accord¬ 
ance  with  the  agreement  of  November  14,  1863,  and  with  the  plan 
of  reorganization  above  mentioned,  the  first  mortgage  bonds,  and 
3^2  years’  coupons  were  to  be  exchanged  for  new  first  mortgage 
6  per  cent,  bonds,  dated  January  1,  1864,  and  the  remainder  of 
the  unpaid  coupons  exchanged  for  capital  stock  at  the  rate  of  $2 
of  coupons  for  $1  of  stock,  and  nearly  all  of  them  were  so  ex¬ 
changed.  The  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company  retired  the  last  $3,000  of' them  outstanding.  The  bonds 
were  all  destroyed  and  all  the  coupons,  except  2,269  for  $35  each, 
May  12,  1880.  Henry  M.  Alexander,  surviving  trustee,  Septem¬ 
ber  16,  1880,  executed  a  release  of  the  mortgage,  except  as  to 
these  2,269  coupons,  which  was  duly  recorded  in  the  several 
counties. 

Original  second  mortgage,  dated  October  4,  1853,  to  Jeremiah 
Wilbur  and  Henry  M.  Alexander,  securing  $900,000  bonds  of 
$1,000  each,  dated  November  1,  1853,  payable  October  1,  1866, 
bearing  7  per  cent,  interest;  all  of  which  were  issued.  On  $500,- 
000  of  these  bonds,  numbered  from  1  to  500,  the  Pennsylvania 
Railroad  Company  endorsed  a  guaranty  of  payment,  dated  March 
2,  1854,  the  Steubenville  and  Indiana  Railroad  Company  deliv¬ 
ering  them  a  certificate  of  stock  for  $500,000  as  collateral  security, 
and  executing  a  penal  bond  of  $1,000,000  for  the  faithful  payment 


28  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

of  the  principal  and  interest  of  the  bonds  so  endorsed.  Of  the 
remaining  $400,000  Robert  Garrett  and  Sons  held  $380,000  as 
collateral  security  for  advances  made  by  them.  In  accordance 
with  the  plan  of  reorganization  these  bonds  were  to  be  exchanged 
for  first  mortgage  bonds,  dated  January  1,  1864,  and  almost  all 
of  them  were  so  exchanged.  The  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company  retired  the  last  $19,000  of  them.  These 
bonds  and  coupons  were  all  destroyed  May  12,  1880,  and  the 
mortgage  was  cancelled  of  record  in  the  various  counties  in  Oc¬ 
tober,  November  and  December,  1880. 

Supplementary  mortgage,  dated  April  7,  1855,  to  Jeremiah 
Wilbur  and  Henry  M.  Alexander,  supplementary  to  mortgages 
of  September  7,  1852,  and  October  4,  1853,  and  conveying  prop¬ 
erty  acquired  subsequent  to  the  dates  of  those  mortgages. 

Original  third  mortgage,  dated  February  15,  1856,  to  Martin 
Andrews  and  Stuart  B.  Shotwell,  securing  $600,000  bonds, 
$300,000  of  which  were  for  $500  each,  and  $300,000  for  $1,000 
each,  payable  February  15,  1870,  bearing  7  per  cent,  interest, 
all  of  which  were  issued.  This  mortgage  was  a  first  lien  on 
the  Cadiz  branch,  and  a  third  lien  on  the  rest  of  the  road.  It 
was  made  for  the  purpose  of  retiring  the  income  bonds  and  float¬ 
ing  debt  and  for  completing  and  equipping  the  road. 

The  plan  of  reorganization,  provided  for  the  exchange  of  these 
bonds  for  new  second  mortgage  bonds,  dated  April  1,  1864;  and 
most  of  them  were  so  exchanged.  The  last  of  these  bonds  out¬ 
standing  were  retired  by  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company.  The  mortgage  was  satisfied  of  record  in  the 
several  counties  in  April,  May  and  June,  1898,  prolonged  litiga¬ 
tion  in  regard  to  the  compensation  of  one  of  the  trustees  having 
delayed  its  cancellation. 

Income  bonds,  not  secured  by  mortgage,  of  the  denomination 
of  $25,  $50,  $100,  $500  and  $1,000,  were  issued  from  time  to  time,, 
amounting  in  the  aggregate  to  $419,640,  the  first  issued  dated 
January  10,  1854,  all  of  which  have  been  retired  and  cancelled 
except  $2,825,  viz.:  2  of  $500  each,  8  of  $100  each,  12  of  $50  each 
and  17  of  $25  each. 

Reorganized  first  mortgage,  dated  April  14,  1864,  to  J.  Edgar 
Thomson,  H.  M.  Alexander  and  Jeremiah  Wilbur,  trustees,  se¬ 
curing  $3,000,000  bonds  of  $1,000  each,  dated  January  1,  1864, 
payable  January  1,  1884,  bearing  6  per  cent,  interest.  They  are 
in  12  series  lettered  from  A  to  L  inclusive,  each  series  comprising 


CORPORATE  HISTORY. 


2Q 


2 50  bonds,  numbered  from  1  to  250  inclusive.  All  of  these  bonds 
were  issued,  as  above  shown,  in  accordance  with  the  plan  of  re¬ 
organization,  for  the  purpose  of  adjusting  the  old  first  and  second 
mortgage  debt.  At  the  maturity  of  these  bonds,  January  1,  1884, 
they  were  extended  by  endorsement  on  each  bond  as  registered 
bonds  for  30  years,  the  rate  of  interest  being  reduced  to  5  per 
cent.,  and  they  are  now  payable  January  1,  1914.  After  the 
death  of  Messrs.  Thomson  and  Wilbur,  Messrs.  J.  T.  Brooks  and 
John  Scott  were  appointed  trustees  to  fill  the  vacancies  by  Mr. 
H.  M.  Alexander,  December  31,  1880.  Mr.  Scott  died  in  1896. 

Reorganized  second  mortgage,  dated  April  19,  1864,  to  J.  Ed¬ 
gar  Thomson,  H.  M.  Alexander  and  Jeremiah  Wilbur,  trustees, 
securing  $1,500,000  bonds  of  $1,000  each,  dated  April  1,  1864, 
payable  April  1,  1894,  bearing  6  per  cent,  interest,  of  which 
$1,055,000  were  issued.  They  were  in  12  series,  lettered  from  A 
to  L  inclusive,  each  series  comprising  125  bonds,  numbered  from 
1  to  125  inclusive.  There  was  also  $7,310.90  issued  in  scrip 
certificates.  These  bonds  were  issued  in  accordance  with  the 
nlan  of  reorganization,  for  the  purpose  of  absorbing  the  old 
third  mortgage  and  income  bonds  and  other  debts  of  the  com¬ 
pany.  The  Steubenville  and  Indiana  Railway  Company  retired 
$177,000  of  these  bonds  and  the  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company  redeemed  the  rest  with  $376,500  pre¬ 
ferred  stock,  $471,095.66  first  mortgage  bonds,  and  balance  in 
cash  and  other  securities.  All  of  these  bonds,  and  all  but  79  of 
the  coupons,  were  destroyed  January  17,  1882.  Henry  M.  Alex¬ 
ander,  surviving  trustee,  executed-  a  release  of  the  mortgage  Au¬ 
gust  24,  1880.  The  mortgage  was  cancelled  of  record  in  the 
various  counties  in  December,  1880. 

Columbus  and  Newark  Division  mortgage,  dated  August  31, 
1864,  to  J.  Edgar  Thomson,  trustee,  securing  $775,000  bonds,  of 
$1,000  each,  dated  September  1,  1864,  payable  January  1,  1890. 
This  mortgage  was  given  to  provide  the  purchase  money  for  the 
undivided  one-half  of  the  railroad  of  the  Central  Ohio  Railroad 
Company  between  Newrark  and  Columbus,  and  was  the  first  mort¬ 
gage  on  that  portion  of  road  and  the  third  mortgage  oij  the  road 
between  Steubenville  and  Newark.  The  entire  $775,000  bonds 
was  issued,  of  which  $641,000  were  exchanged  for  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company’s  consolidated  mort¬ 
gage  bonds,  dated  August  1,  1868,  and  $134,000  were  paid  at 
maturity.  These  bonds  were  all  but  one  destroyed  in  1890  and 


30  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


1891.  The  mortgage  was  satisfied  of  record  in  Franklin  and 
Licking  counties,  Ohio,  in  April,  1891,  the  only  counties  in 
which  the  mortgage  was  recorded.  A  bond  of  indemnity  was 
executed  April  15,  1891,  to  George  B.  Roberts,  trustee,  covering 
bond  No.  68  and  9  coupons  still  outstanding. 

Mortgage,  November  1,  1867,  to  the  Western  Transportation 
Company,  to  secure  the  payment  of  a  bond  dated  November  18,. 

1867,  payable  January  1,  1880,  for  $61,000,  the  amount  of  the 
purchase  money  for  the  property  between  the  depot  in  Steuben¬ 
ville  and  the  Ohio  river,  with  the  railroad  constructed  thereon, 
which  was  conveyed  to  the  Steubenville  and  Indiana  Railroad 
Company  by  deed  of  George  W.  McCook,  trustee,  dated  No¬ 
vember  1,  1867.  The  Western  Transportation  Company  assigned 
this  mortgage  to  the  Pennsylvania  Railroad  Company  November 
18,  1867,  who  assigned  it  to  the  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company  December  14,  1871.  The  mortgage 
was  paid  off  in  December,  1871.  A  release  of  the  mortgage  was 
executed  by  the  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis 
Railway  Company  January  28,  1898,  which  was  recorded  in  Jef¬ 
ferson  county,  Ohio,  February  4,  1898. 

PITTSBURGH,  CINCINNATI  AND  ST.  LOUIS 
RAILWAY  COMPANY.1 

This  company  was  formed  by  the  consolidation  of  the  Pan 
Handle  Railway  Company,  the  Holliday’s  Cove  Railroad  Com¬ 
pany  and  the  Steubenville  and  Indiana  Railroad  Company  under 
the  authority  of  the  general  laws  of  Ohio  and  Pennsylvania,  the 
special  act  of  the  Pennsylvania  legislature  approved  March  23, 

1868,  and  the  special  act  of  the  legislature  of  West  Virginia,  passed 
July  21,  1868.  Articles  of  consolidation  were  executed  March 
17,  1868,  duly  ratified  by  the  stockholders  and  filed  in  the  offices 
of  the  Secretary  of  State  of  Ohio  May  11,  1868,  Pennsylvania 
and  West  Virginia  May  14,  1868.  The  stockholders,  by  resolu¬ 
tion  of  September  2,  1868,  accepted  the  provisions  of  the  act  of 
the  Pennsylvania  legislature  approved  April  4,  1868,  relating  to 
railroad  companies  and  common  carriers,  defining  their  liabili¬ 
ties  and  authorizing  them  to  provide  means  of  indemnity  against 
loss  of  life  and  personal  injuries,  and  filed  a  copy  of  the  resolu¬ 
tion  in  the  office  of  the  secretary  of  the  commonwealth. 


1  See  page  309. 


CORPORATE  HISTORY. 


31 


The  first  election  for  directors  was  held  April  20,  1868,  and 
the  organization  completed  May  9,  1868. 

For  the  purpose  of  completing  the  chain  of  title,  W.  J.  Howard 
and  wife,  by  deed  of  March  3,  1876,  conveyed  to  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company  the  railroad,  prop¬ 
erties,  franchises,  etc.,  of  the  Pittsburgh  and  Steubenville  Railroad 
Company  between  Pittsburgh  and  the  Ohio  river.  This  railroad 
had  been  conveyed  to  W.  J.  Howard,  representing  the  first  mort¬ 
gage  bondholders,  by  deed  of  Thomas  McElrath  dated  December 
7,  1867,  and  had  been  held  by  him  without  conveyance  to  the  Pan 
Handle  Railway  Company  in  accordance  with  the  general  law  of 
Pennsylvania  of  April  8,  1861,  concerning  the  sale  of  railroads, 
etc.,  which  constituted  the  person  or  persons  for  or  on  whose 
account  a  railroad  might  be  purchased  a  body  politic  and  cor¬ 
porate,  etc. 

New  Cumberland  Branch.  This  branch  was  built  under  the 
authority  of  the  general  laws  of  West  Virginia.  The  stockhold¬ 
ers  on  March  20,  1888,  authorized  the  construction  of  a  branch 
from  New  Cumberland  Junction  to  New  Cumberland.  On  April 
11,  1893,  the  stockholders  authorized  the  extension  of  this  branch 
to  a  point  opposite  East  Liverpool,  Ohio.  It  was  opened  for 
operation  from  New  Cumberland  Junction  to  New  Cumberland 
December  5,  1887,  to  Union  Brick  Works  in  1888,  to  Globe  Brick 
Works  in  1891,  to  Kenilworth  in  1893. 

Bridgeville  and  McDonald  Branch.  The  special  act  of  the 
Pennsylvania  legislature  of  April  21,  1852,  authorizing  the  Pitts¬ 
burgh  and  Steubenville  Railroad  Company  to  build  branch  rail¬ 
roads  in  Allegheny  and  Washington  counties.  On  March  20, 
1888,  the  stockholders  of  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company  authorized  the  construction  of  a  branch  from 
McDonald  to  a  point  on  the  Chartiers  Railway  at  or  near  Bridge¬ 
ville.  This  branch  was  opened  for  operation  from  Bridgeville  to 
Rend’s  Mines  No.  2  August  1,  1890.  In  1891  it  was  extended 
to  Reissing,  6.6  miles  from  Bridgeville.  The  Miller  Run  Ex¬ 
tension,  from  Cecil  to  Bishop,  1.09  miles,  was  built  by  the  Pitts¬ 
burgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Company  in 
1892. 

A  coal  branch  about  two  miles  in  length  extending  from  Cones- 
ville  Station  to  the  mines  of  David  Davis,  and  a  coal  branch 
from  Franklin  to  the  mines  of  the  Columbus  Coal  and 
Mining  Company,  about  2]/2  miles  in  length,  were  opened  for 


32  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

» 

operation  in  September,  1884.  The  mine  owners  furnished  right 
of  way  and  cross-ties,  graded  the  roadbed  and  paid  for  necessary 
trestles. 

The  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company 
leased  the  Columbus,  Chicago  and  Indiana  Central  Railway  un¬ 
der  date  of  January  22,  1869.  The  lease  was  cancelled  Febru¬ 
ary  9,  1883,  after  the  sale  of  that  road  under  foreclosure.  It 
leased  the  Jeffersonville,  Madison  and  Indianapolis  Railroad 
under  date  of  December  26,  1871,  but  owing  to  the  opposition 
of  some  of  the  shareholders  of  the  lessee  company,  the  lease  was 
cancelled  January  1,  1873.  The  Cincinnati  and  Muskingum  Val¬ 
ley  Railway  was  leased  January  1,  1873,  but  the  lease  was  sur¬ 
rendered  January  1,  1886. 

An  agreement  and  lease  was  entered  into  February  23,  1870, 
with  the  Little  Miami  Railroad  Company  for  the  lease  of  their 
road,  the  terms  of  the  lease  being  guaranteed  by  the  Pennsyl¬ 
vania  Railroad  Company.  This  lease  included  the  Columbus  and 
Xenia  Railroad,  Dayton  and  Western  Railroad,  Cincinnati  Street 
Connection  Railway,  and  the  Dayton,  Xenia  and  Belpre  Rail¬ 
road,  and  is  still  in  force. 

The  Pittsburgh,  Wheeling  and  Kentucky  Railroad  was  leased 
under  date  of  February  25,  1878.  The  Chartiers  Railway  was 
leased  December  8,  1871.  The  Steubenville  Extension  of  the 
Pennsylvania  Railroad  was  sublet  by  the  Pennsylvania  Company 
October  24,  1876.  These  three  last  named  instruments  are  still 
in  force. 

Further  reference  to  these  leases  will  be  made  in  the  sketches 
of  corporate  history  of  the  respective  companies  with  which  they 
were  negotiated  by  the  Pittsburgh,  Cincinnati  and  St.  Louis  Rail¬ 
way  Company. 

The  company  entered  into  articles  of  association  with  the 
Cleveland,  Columbus,  Cincinnati  and  Indianapolis  Railway  Com¬ 
pany  July  17,  1872,  forming  the  Union  Depot  Company,  at  Co¬ 
lumbus,  Ohio,  under  which  each  company  owns  one-half  of  the 
capital  stock. 

The  company  entered  into  an  agreement  August  1,  1868,  with 
the  Indianapolis,  Cincinnati  and  Lafayette  Railroad  Company, 
Columbus,  Chicago  and  Indiana  Central  Railway  Company  and 
Indianapolis  and  Vincennes  Railroad  Company  for  the  construc¬ 
tion  and  lease  of  the  Indianapolis  and  Vincennes  Railroad.  This 
agreement  was  cancelled  in  1870,  as  shown  in  the  sketch  of  the 


CORPORATE  HISTORY. 


33 


corporate  history  of  the  Indianapolis  and  Vincennes  Railroad 
Company. 

The  company  was  consolidated  September  18,  1890,  with  the 
Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company,  the  Jeffer¬ 
sonville,  Madison  and  Indianapolis  Railroad  Company  and  the 
Cincinnati  and  Richmond  Railroad  Company  under  the  name  of 

the  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Com¬ 
pany. 

CAPITAL  STOCK. 

The  capital  stock  of  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company  authorized  by  the  articles  of  consolidation  was 
$10,000,000,  in  shares  of  $50  each,  of  which  $3,000,000  was  first 
preferred  stock  and  $7,000,000  common  stock. 

In  accordance  with  the  provisions  of  the  act  of  the  Ohio  legis¬ 
lature  of  March  29,  1856,  entitled  “  An  act  to  enable  railroad 
companies  to  fund  their  floating  debt/’  the  stockholders  author¬ 
ized  an  issue  of  preferred  capital  stock  to  the  amount  of  $3,500,- 
000  in  shares  of  $50  each;  and  a  certificate  of  this  action  was  filed 
in  the  office  of  the  auditor  of  state  of  Ohio,  April  5,  1872.  This 
stock  was  authorized  for  the  purpose  of  paying  the  Pennsylvania 
Railroad  Company  for  advances  made.  There  was  $3,000,000  of 
this  stock  issued,  known  as  second  preferred  stock,  all  of  which 
was  held  by  the  Pennsylvania  Railroad  Company. 

The  total  amount  of  capital  stock  issued  was  $8,437,200,  of 
which  $2,929,200  was  first  preferred,  $3,000,000  second  preferred, 
.and  $2,508,000  common. 

In  the  consolidation  of  the  company  into  the  Pittsburgh,  Cin¬ 
cinnati,  Chicago  and  St.  Louis  Railway  Company  September  18, 
1890,  the  first  and  second  preferred  stock  and  all  the  common 
stock  was  exchangeable  for  preferred  stock  of  the  new  company, 
dollar  for  dollar,  upon  the  basis  of  two  shares  of  the  stock  of  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  of  the 
par  value  of  $50  each,  for  one  share  of  stock  of  the  Pittsburgh, 
Cincinnati,  Chicago  and  St.  Louis  Railway  Company  of  the  par 
value  of  $100.  On  January  1,  1898,  $33,900  common  stock  was 
unconverted. 


MORTGAGES  AND  BONDS. 

First  mortgage  dated  May  5,  1868,  to  J.  Edgar  Thomson  and 
George  W.  McCook,  trustees,  securing  $10,000,000  bonds,  of 


3 


34  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


$1,000  each,  dated  August  i,  1868,  payable  August  1,  1900,  bear¬ 
ing  7  per  cent,  interest.  These  bonds  were  authorized  to  be 
issued  for  the  purpose  of  taking  up  bonds  of  the  original  com¬ 
panies  and  for  other  purposes.  There  were  $6,863,000  issued,  all 
of  which  are  outstanding.  In  1878  an  arrangement  was  made 
for  the  conversion  of  these  coupon  bonds  into  registered  bonds 
at  the  option  of  the  holder,  and  up  to  January  1,  1898,  $4,803,000 
have  been  so  exchanged. 

Second  mortgage,  dated  April  1,  1873,  to  Josiah  Bacon  and 
Albert  Hewson,  trustees,  securing  $5,000,000  bonds,  of  $1,000 
each,  dated  April  1,  1873,  payable  April  1,  1913,  bearing  7  per 
cent,  interest,  all  of  which  were  issued.  They  were  designed  to 
adjust  the  floating  debt  and  to  provide  for  improvements.  They 
were  all  held  by  the  Pennsylvania  Company.  In  1878  an  ar¬ 
rangement  was  made  with  that  company  whereby  $2,500,000 
were  restored  to  the  Pittsburgh,  Cincinnati  and  St.  Louis  Rail¬ 
way  Company  and  cancelled.  The  remaining  $2,500,000  were 
exchanged  for  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis 
Railway  Company’s  4 ^  per  cent  bonds-.  John  P.  Green,  who 
succeeded  Mr.  Bacon,  and  Albert  Hewson,  trustees,  executed 
an  instrument  of  satisfaction  of  this  mortgage  April  16,  1891, 
the  bonds  and  coupons  having  all  been  destroyed,  and  the  mort¬ 
gage  was  satisfied  of  record  the  same  month  in  the  various 
counties  in  which  it  was  recorded. 


CHICAGO,  ST.  LOUIS  AND  PITTSBURGH  RAILROAD 

COMPANY. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  was 
formed  by  consolidation  of  the  Chicago,  St.  Louis  and  Pittsburgh 
Railroad  Company  of  Indiana,  and  the  Chicago,  St.  Louis  and 
Pittsburgh  Railroad  Company  of  Illinois,  which  were  formed  for 
the  purpose  of  reorganizing  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company  in  accordance  with  the  laws  of  the 
states  through  which  the  road  of  that  company  extended. 

The  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany  was  formed  by  consolidation  February  12,  1868,  of  the  Co¬ 
lumbus  and  Indiana  Central  Railway  Company  and  the  (4th) 
Chicago  and  Great  Eastern  Railway  Company,  which  were 
formed  as  follows: 


CORPORATE  HISTORY. 


35 


Columbus  and  Indianapolis 
Railroad  Company  and  Ind¬ 
iana  Central  Railway  Com¬ 
pany  consolidated  as  Colum¬ 
bus  and  Indianapolis  Central 
Railway  Company,  October 
13,  1864  (Columbus  to  Indi¬ 
anapolis  and  Bradford  Junc¬ 
tion  to  Union  City). 


COLUMBUS  AND  INDIANA  CENTRAL  RAILWAY  COMPANY. 
Chartered.  (Dates  Articles  of  Incorporation  were  filed  or  special  Acts  passed.) 

Feb.  23,  1849,  Columbus,  Piqua  and  Indiana  R.  R.  Co. 

(Columbus,  Ohio,  to  Union  City,  Ind.). 

Reorganized  as 

Oct.  31,  1863,  Columbus  and  Indianapolis  R.  R.  Co. 

Mch.  12,  1862,  Richmond  and  Covington  R.  R.  Co. 

(Bradford  Junction  to  Indiana  State  line). 

Road  sold  Sept.  5, 1864,  to  Columbus  and  y 
Indianapolis  R.  R.  Co. 

Jan.  26,  1847,  Terre  Haute  and  Richmond  R.  R.  Co. 

(Terre  Haute  to  Richmond,  Ind.). 

Jan.  20,  1851,  Indiana  Central  Ry.  Co.  formed  by  separa¬ 
tion  from  Terre  Haute  and  Richmond  R. 

R.  Co.  (Indianapolis  to  Ohio  State  line). 

May  5,  1853,  Logansport  and  Pacific  R.  R.  Co.  (Logans- 
port  to  Effner).  Name  changed  May  7, 

1853,  to 

Logansport  and  Pacific  Ry.  Co.  Name 
changed  Sept.  12,  1854,  to 
Logansport,  Peoria  and  Burlington  Ry. 

Co.  Name  changed  June  11,  1858,  to 
Toledo,  Logansport  and  Burlington  R.R  . 

Co.  Sold  and  reorganized  as 
Sept.  25,  1862,  Toledo,  Logansport  and  Burlington  Rail¬ 
way  Company. 

Jan.  12,  1853,  Marion  and  Mississinewa  Valley  R.  R.  Co. 

(Union  City  to  Marion,  Ind  ). 

July  28,  1853,  Marion  and  Logansport  R.R.  Co.  (Marion, 

Ind.,  to  Logansport,  Ind.),  consolidated 
Nov.  21,  1854,  as 

Marion  and  Mississinewa  Valley  R.  R.  Co. 

(Union  City  to  Logansport,  Ind  ).  Road 
sold  January  9,  1863,  to 

Jan.  5,  1863,  Union  and  Logansport  R.  R.  Co.  (Union 
City  to  Logansport). 


1 


Toledo,  Logansport  and  ^ 
Burlington  Railway  Com¬ 
pany  (Logansport  to  Effner, 
Ind). 


Union  and  Logansport 
Railroad  Company.  Chart¬ 
ered  Union  City  to  Logans¬ 
port.  Built  Union  City  to 
Anoka. 


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AND  GREAT  EASTERN  RAILWAY  COMPANY  (No.  4.) 

Consolidated  as  (2nd)  Chi- 


2  - 


Jan. 


20, 


CHICAGO 

Feb.  18,  1857,  Galena  and  Illinois  River  R.  R.  Co.  (Chi-  ") 
cago  to  Indiana  State  line). 

June  19,  1863,  (1st)  Chicago  and  Great  Eastern  Ry.  Co 

(Illinois  State  line  to  LaCrosse).  J 


Sept.  25, 1857,  Chicago  and  Cincinnati  R.  R.  Co.  (Logans¬ 
port  to  Valparaiso). 


1853,  Cincinnati,  Cambridge  and  Chicago 
Short  Line  Ry.  Co.  (New  Castle  to 
State  line  of  Ohio). 

April  11,  1853,  Cincinnati,  New  Castle  and  Michigan 
R.  R.  Co.  (New  Castle  to  Michigan 
State  line).  Consolidated  as 
April  12,  1854,  (1st)  Cincinnati  and  Chicago  R.  R.  Co. 

(Michigan  State  line  to  Ohio  State 
line). 

Feb.  16,  1848,  NewCastle  and  Richmond  R.  R.Co.  Name 
changed  February  26, 1853,  to 
Cincinnati,  Logansport  and  Chicago  Ry. 
Co.  (Richmond  to  Logansport). 


cago  and  Great  Eastern  Ry. 
Co.,  October  30,  1863  (Chi¬ 
cago  to  LaCrosse). 

Consolidated  with  (2nd) 
Chicago  and  Great  Eastern 
Ry.  Co.,  as  (3rd)  Chicago  and 
Great  Eastern  Ry.  Co.  Janu¬ 
ary  25,  1865  (Logansport  to 
Chicago). 

Cincinnati  and  Chicago  R. 
R.  Co.  (1st),  and  Cincinnati, 
Logansport  and  Chicago  Ry. 
Co.  consolidated  August  31, 
1854,  as  Cincinnati  and  Chi¬ 
cago  Railroad  Co.  (2nd) 
(Richmond  to  Logansport, 
Michigan  State  line  to  Ohio 
State  line).  Road  (Richmond 
to  Logansport)  sold  and  com¬ 
pany  reorganized  as  Cincin¬ 
nati  and  Chicago  Air  Line 
R.  R.  Co.,  July  10,  i860. 


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1  Consolidations  date  from  first  election  of  directors. 

2  These  roads  formed  no  part  of  the  Pittsburgh,  Cincinnati,  Chicaeo  and  St.  Louis  Ra.lway 
Company.  See  page  78  for  explanation  as  to  status  of  the  Cincinnati  Western  Ry.  Co. 


36  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

THE  COLUMBUS,  PIQUA  AND  INDIANA  RAILROAD 

COMPANY.1 

The  Columbus,  Piqua  and  Indiana  Railroad  Company  was  in¬ 
corporated  by  special  act  of  the  Ohio  legislature  approved  Feb¬ 
ruary  23,  1849,  subject  to  the  restrictions  of  an  act  regulating 
railroad  companies  passed  February  11,  1848.  This  company 
was  authorized  to  construct  a  railroad  from  Columbus,  Ohio,  via 
Urbana  and  Piqua,  to  Greenville,  Ohio,  thence  on  such  routes  as 
the  directors  might  select  to  the  west  line  of  the  state  of  Ohio. 
The  act  further  authorized  the  commissioners  of  any  county 
through  which  the  road  passed  to  subscribe  to  the  capital  stock. 

An  amendatory  act  of  March  1,  1850,  related  to  the  subscrip¬ 
tion  to  the  capital  stock  by  the  counties  through  which  the  road 
passed,  and  authorized  the  trustees  of  Washington  township, 
Miami  county,  to  subscribe  an  additional  amount  to  the  capital 
stock  of  the  company. 

An  amendatory  act  of  March  12,  1851,  authorized  the  borrow¬ 
ing  of  money  and  issuing  of  bonds.  It  also  authorized  the 
change  of  location  of  the  road  west  of  Covington  so  as  to  termi¬ 
nate  at  such  point  on  the  Indiana  state  line  as  the  directors  might 
deem  promotive  to  the  company’s  interests. 

The  act  of  March  22,  1851,  authorized  the  city  of  Columbus, 
Ohio,  and  Franklin  county  to  subscribe  to  the  capital  stock. 

The  first  election  for  directors  was  held  at  St.  Paris,  Ohio, 
February  16,  1850,  and  the  organization  was  perfected  the  same 
date. 

LTnion  City,  Indiana,  was  selected  as  the  western  terminus  of 
the  road,  an  arrangement  having  been  made  to  form  a  connec¬ 
tion  for  Indianapolis  with  the  Bellefontaine  and  Indiana  Rail¬ 
road  at  that  point. 

The  road  was  opened  for  operation  in  1856. 

RECEIVERSHIP. 

The  company  having  become  embarrassed,  Lowell  Holbrook 
and  J.  A.  Roosevelt  were  appointed  receivers  by  the  common 
pleas  court  of  Franklin  county,  June  23,  1856,  and  the  road  was 
operated  by  them  until  its  sale  in  1863. 

SALE  OF  ROAD. 

Default  having  been  made  in  the  payment  of  interest  on  the 
bonds  of  the  company,  George  S.  Coe,  trustee  of  the  first  and 


1  See  page  336. 


CORPORATE  HISTORY. 


37 


second  mortgages,  commenced  foreclosure  proceedings  in  the 
common  pleas  court  of  Franklin  county,  Ohio,  June  17,  1856, 
where  a  decree  of  foreclosure  was  rendered.  The  case  was 
taken  to  the  Supreme  Court  of  Ohio  on  a  petition  in  error 
and  a  judgment  was  rendered  at  the  December  term,  1859,  affirm¬ 
ing  the  judgment  of  the  lower  court  in  some  points,  reversing  it 
in  others,  and  remanding  the  case  back  to  that  court.  While 
the  suit  was  pending  an  act  was  passed  by  the  Ohio  legislature 
April  11,  1861,  entitled  “An  act  to  regulate  the  sale  of  railroads 
and  the  reorganization  of  the  same,”  under  which  the  creditors 
and  stockholders  entered  into  an  agreement  for  the  reorganiza¬ 
tion  of  the  company.1  This  plan  of  reorganization  was  presented 
to  the  court  and  made  part  of  the  proceedings. 

In  conformity  with  the  principles  of  the  judgment  and  man¬ 
date  of  the  Supreme  Court  and  of  the  act  of  April  11,  1861,  a 
decree  of  sale  was  entered  by  the  common  pleas  court  of  Frank¬ 
lin  county  June  20,  1863,  under  which  the  road  was  sold  on 
August  6,  1863,  for  $500,000,  the  minimum  price  fixed  by  the 
court,  to  Lowell  Holbrook,  James  A.  Roosevelt  and  Joseph  T. 
Thomas,  trustees  for  the  parties  to  the  plan  of  reorganization. 

The  parties  to  the  plan  of  reorganization  on  October  1,  1863, 
reorganized  the  company  as  the  Columbus  and  Indianapolis  Rail¬ 
road  Company  and  authorized  the  board  of  directors  to  provide 
ways  and  means  to  enable  the  trustees  to  fulfill  the  contract  of 
purchase  and  to  carry  out  the  plan  of  reorganization. 

The  sale  of  the  road  was  confirmed  by  decree  of  the  court  en¬ 
tered  November  20,  1863,  in  which,  at  the  request  of  the  pur¬ 
chasers,  the  conveyance  of  the  road  was  ordered  to  be  made  direct 
to  the  reorganized  company,  and  it  was  conveyed  to  the  Colum¬ 
bus  and  Indianapolis  Railroad  Company  by  deed  of  John  H. 
Bradley,  special  master  commissioner,  dated  December  1,  1863. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  act  of  incorporation  of 
February  23,  1849,  was  $2,000,000,  of  which  there  was  $671,301.73 
issued  (including  full  paid  and  part  paid  shares)  in  shares  of  $50 
each.  By  the  terms  of  the  plan  of  reorganization,  stockholders 
were  entitled  to  receive  stock  of  the  Columbus  and  Indianapolis 
Railroad  Company  at  the  rate  of  twenty-five  cents  on  the  dollar. 
The  time  for  the  conversion  of  the  stock,  according  to  the  law 


1  See  agreement  of  reorganization,  page  347. 


38  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

under  which  the  company  was  reorganized,  expired  October  I, 
1864,  but  was  subsequently  extended.  The  board  of  directors  of 
the  Columbus  and  Indianapolis  Central  Railway  Company,  by 
resolution  of  March  2,  1866,  declined  to  convert  or  allow  the 
conversion  of  any  more  stock  of  the  Columbus,  Piqua  and  In¬ 
diana  Railroad  Company. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  November  1,  1851,  to  George  S.  Coe, 
trustee,  securing  $600,000  bonds  of  $1,000  each,  dated  Novem¬ 
ber  1,  1851,  payable  January  1,  1862,  bearing  7  per  cent,  interest, 
all  of  which  were  issued.  A  mortgage  had  originally  been  exe¬ 
cuted  to  George  S.  Coe,  dated  November  1,  1851,  to  secure  this 
issue  of  bonds,  but  as  an  error  was  made  therein  by  stating  that 
the  bonds  were  dated  January  1,  1852,  a  new  mortgage  was  exe¬ 
cuted  to  correct  it.  In  accordance  with  the  plan  of  reorganiza¬ 
tion,  holders  of  these  bonds  who  donated  one-third  of  them  for 
the  purpose  of  constructing  the  Richmond  and  Covington  Rail¬ 
road  were  entitled  to  receive  for  the  balance  first  mortgage  bonds 
of  the  Columbus  and  Indianapolis  Railroad  Company  at  par  and 
bond  scrip  for  fractions  less  than  $1,000.  Those  declining  to 
donate  one-third  of  their  bonds  were  entitled  to  receive  first  mort¬ 
gage  bonds  of  the  Columbus  and  Indianapolis  Railroad  Company 
to  the  amount  of  40  per  cent,  of  the  principal  of  their  bonds.  For 
unpaid  interest  to  August  1,  1863,  bondholders  were  entitled 
to  receive  Columbus  and  Indianapolis  Railroad  Company’s  com¬ 
mon  stock  at  the  rate  of  50  cents  on  the  dollar  of  such  interest. 
On  January  1,  1898,  the  bonds  had  all  been  thus  exchanged  but 
three. 

The  time  for  the  conversion  of  these  and  other  bonds  of  the 
Columbus,  Piqua  and  Indiana  Railroad  Company,  mentioned  be¬ 
low,  expired  in  1863  according  to  the  law  under  which  the  com¬ 
pany  was  reorganized,  but  was  subsequently  extended.  The 
board  of  directors  of  the  Columbus  and  Indianapolis  Central 
Railway  Company  by  resolution  of  March  2,  1866,  declined  to 
convert  or  allow  the  conversion  of  any  more  bonds  of  the  Co¬ 
lumbus,  Piqua  and  Indiana  Railroad  Company. 

Second  mortgage,  dated  January  1,  1853,  to  George  S.  Coe, 
trustee,  securing  $400,000  bonds  of  $1,000  each,  dated  January 
1,  1853,  payable  January  1,  1863,  bearing  7  per  cent,  interest,  all 
of  which  were  issued.  In  accordance  with  the  plan  of  reorgani¬ 
zation,  holders  of  these  bonds  who  donated  one-third  of  them  for 


CORPORATE  HISTORY. 


39 


the  purpose  of  constructing  the  Richmond  and  Covington  Rail¬ 
road  were  entitled  to  receive  for  the  balance  second  mortgage 
bonds  of  the  Columbus  and  Indianapolis  Railroad  Company  at 
par  and  bond  scrip  for  fractions  less  than  $1,000.  Those  declin¬ 
ing  to  make  such  donation  were  entitled  to  receive  second  mort¬ 
gage  bonds  of  the  Columbus  and  Indianapolis  Railroad  Com¬ 
pany  to  the  amount  of  20  per  cent,  of  the  principal  of  their  bonds. 
For  unpaid  interest  to  August  1,  1863,  bondholders  were  entitled 
to  receive  common  stock  of  the  Columbus  and  Indianapolis  Rail¬ 
road  Company  at  the  rate  of  50  cents  on  the  dollar. 

Third  mortgage,  dated  April  1,  1854,  to  Elias  Fassett,  trustee, 
securing  $600,000  bonds  of  $.1,000  each,  dated  April  1,  1854, 
payable  April  1,  1869,  bearing  7  per  cent,  interest,  all  of  which 
were  issued.  According  to  the  plan  of  reorganization,  holders 
who  donated  one-third  of  their  bonds  for  the  purpose  of  con¬ 
structing  the  Richmond  and  Covington  Railroad  were  entitled  to 
receive  for  the  remainder  third  mortgage  bonds  of  the  Columbus 
and  Indianapolis  Railroad  Company  at  par  and  bond  scrip  for 
fractions  less  than  $1,000.  Those  failing  to  make  the  donation 
were  entitled  to  receive  third  mortgage  bonds  of  the  Columbus 
and  Indianapolis  Railroad  Company  to  the  amount  of  10  per 
cent,  of  the  principal  of  their  bonds.  For  unpaid  interest  to 
August  1,  1863,  bondholders  were  entitled  to  receive  common 
stock  of  the  Columbus  and  Indianapolis  Railroad  Company  at 
the  rate  of  50  cents  on  the  dollar.  On  January  1,  1898,  all  of 
the  bonds  had  been  so  exchanged  but  five. 

Real  estate  mortgage,  dated  October  18,  1854,  to  Joseph  Ridg- 
way,  trustee,  securing  $81,000  bonds  in  denominations  of  $1,000, 
$500  and  $100,  dated  November  1,  1854,  payable  November  1, 
1859,  bearing  7  per  cent,  interest.  This  mortgage  conveyed  real 
estate  near  the  City  of  Columbus,  Ohio,  from  which  conveyance 
certain  right  of  way  and  depot  grounds  were  reserved  by  the 
company.  These  bonds  were  all  issued,  and  $79,800  of  them 
were  redeemed  to  January  1,  1898. 

Income  bonds,  not  secured  by  mortgage,  dated  July  1,  1853, 
payable  July  1,  1858,  bearing  7  per  cent,  interest.  The  board  of 
directors  June  29,  1853,  authorized  the  issue  of  $300,000  of  these 
bonds,  convertible  into  capital  stock,  of  which  about  $226,000 
were  issued.  According  to  the  plan  of  reorganization,  holders 
of  these  bonds  were  entitled  to  receive  preferred  stock  of  the 
Columbus  and  Indianapolis  Railroad  Company  at  the  rate  of 
50  per  cent,  of  their  par  value. 


40  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

COLUMBUS  AND  INDIANAPOLIS  RAILROAD 

COMPANY.1 

The  Columbus  and  Indianapolis  Railroad  Company  was  form¬ 
ed  by  the  reorganization  under  the  general  law  of  Ohio  of  April 
ii,  1861,  of  the  Columbus,  Piqua  and  Indiana  Railroad  Com¬ 
pany. 

The  first  election  for  directors  was  held  October  I,  1863,  and 
the  organization  was  completed  the  same  date.  A  certificate  of 
organization  was  filed  in  the  office  of  the  secretary  of  state  of 
Ohio  October  31,  1863. 

As  above  stated,  the  Columbus,  Piqua  and  Indiana  Railroad 
was  conveyed  by  deed  dated  December  1,  1863,  of  John  H. 
Bradley,  special  master  commissioner,  direct  to  the  Columbus 
and  Indianapolis  Railroad  Company. 

An  agreement  was  entered  into  June  29,  1864,  with  the  Rich¬ 
mond  and  Covington  Railroad  Company  for  the  purchase  of  its 
railroad  for  $640,000,  the  Columbus  and  Indianapolis  Railroad 
Company  agreeing  to  pay  the  principal  and  interest  of  bonds  of 
the  Richmond  and  Covington  Railroad  Company  amounting  to 
$356,000,  and  pay  the  balance  of  the  purchase  money  in  capital 
stock  of  the  Columbus  and  Indianapolis  Railroad  Company.. 
This  agreement  was  ratified  by  the  stockholders  of  the  Richmond 
and  Covington  Railroad  Company  August  9,  1864,  and  by  the 
stockholders  of  the  Columbus  and  Indianapolis  Railroad  Com¬ 
pany  August  8,  1864.  In  accordance  with  this  agreement  tne 
Richmond  and  Covington  Railroad  Company  executed  a  deed 
September  5,  1864,  conveying  its  railroad  to  the  Columbus  and 
Indianapolis  Railroad  Company. 

The  company  having  secured  a  controlling  interest  in  the  capi¬ 
tal  stock  of  the  Indiana  Central  Railway  Company  the  two  com¬ 
panies  were  consolidated  October  13,  1864,  under  the  name  of 
the  Columbus  and  Indianapolis  Central  Railway  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  parties  to  the  plan  of  re¬ 
organization,  at  a  meeting  held  October  1,  1863,  was  $3,000,000, 
in  shares  of  $50  each,  of  which  $2,850,000  was  common  and 
$150,000  preferred.  The  preferred  stock  was  to  be  used  in  ac¬ 
cordance  with  the  plan  of  reorganization  for  the  purpose  of  satis- 


1  See  page  368. 


CORPORATE  HISTORY. 


41 


fying  all  debts  created  under  the  receivership  for  construction 
and  equipment,  and  also  to  pay  any  unsecured  debts  of  the  Co¬ 
lumbus,  Piqua  and  Indiana  Railroad  Company  incurred  for  re¬ 
pairs  and  running  expenses.  There  was  issued  $114,800  pre¬ 
ferred  and  $1,044,800  common  stock,  all  of  which  was  exchange¬ 
able  at  par  into  capital  stock  of  the  Columbus  and  Indianapolis 
Central  Railway  Company  in  accordance  with  the  articles  of 
consolidation  forming  that  company.  There  was  also  issued 
$7,060.32  of  stock  scrip. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  December  7,  1863,  to  Archibald  Park- 
hurst,  trustee,  securing  $1,000,000  bonds,  of  which  $260,000  were 
preferred  bonds  and  $740,000  common  bonds,  all  dated  Decem¬ 
ber  1,  1863,  payable  January  1,  1884,  bearing  7  per  cent,  interest. 
The  preferred  bonds  were  issued  to  pay  off  all  debts  created  under 
the  receivership  for  the  construction  and  equipment  of  the  wes¬ 
tern  portion  of  the  road,  and  also  to  pay  any  unsecured  debts  of 
the  Columbus,  Piqua  and  Indiana  Railroad  Company,  incurred 
for  repairs  or  running  expenses,  while  the  common  bonds  were 
issued  to  retire  the  first  mortgage  bonds  of  the  Columbus,  Piqua 
and  Indiana  Railroad  Company  and  for  the  payment  of  reorgani¬ 
zation  expenses.  All  of  these  bonds  were  issued.  There  were 
$103,000  preferred  and  $583,000  common  bonds  exchanged  for 
first  mortgage  bonds  of  the  Columbus  and  Indianapolis  Central 
Raihvay  Company.  The  remainder  were  retired  by  the  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company,  the  last  of  them  in 
1886. 

There  w^as  issued  first  mortgage  bond  scrip  to  the  amount  of 
$7,166.56,  the  last  of  'which  was  retired  in  August,  1872. 

Second  mortgage,  dated  December  10,  1863,  to  Joseph  T. 
Thomas,  trustee,  securing  $400,000  bonds,  dated  December  1, 
1863,  payable  January  1,  1884,  bearing  7  per  cent,  interest,  of 
wThich  $350,000,  numbered  from  1  to  350  inclusive,  were  for  $1,000 
each,  and  $50,000,  numbered  from  351  to  450  inclusive,  for  $500 
each,  all  of  which  were  issued.  Of  these  bonds  $397,500  were 
exchanged  for  second  mortgage  bonds  of  the  Columbus  and 
Indianapolis  Central  Railroad  Company  and  the  remainder  paid 
by  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company. 
On  December  4,  1884,  all  of  these  bonds  and  coupons  were  des¬ 
troyed  by  burning  to  ashes  except  three  coupons  of  bond  No. 


42  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

383  and  two  coupons  of  bond  No.  415.  The  mortgage  was  satis¬ 
fied  of  record  in  the  various  counties  in  1884.  There  was  issued 
$5,333.23  second  mortgage  bond  scrip. 

Third  mortgage,  dated  December  11,  1863,  to  Joseph  T. 
Thomas,  trustee,  securing  $400,000  bonds  dated  December  1, 
1863,  payable  January  1,  1884,  bearing  7  per  cent,  interest,  of 
which  $350,000,  numbered  from  1  to  350,  were  $1,000  each,  and 
$50,000,  numbered  from  351  to  450  inclusive,  for  $500  each.  All 
of  these  bonds  were  surrendered  to  the  trustee  and  cancelled 
April  5,  1865.  The  mortgage  was  cancelled  of  record  in  the 
various  counties  in  April,  1865.  The  bonds  and  coupons  were 
destroyed  by  burning  to  ashes  November  22,  1884. 

Third  mortgage  bond  scrip  to  the  amount  of  $4,333.30  was 
issued. 

$ 

RICHMOND  AND  COVINGTON  RAILROAD 

COMPANY.1 

A  certificate  of  incorporation  executed  March  11,  1862,  was 
filed  by  this  company  in  the  office  of  the  secretary  of  state  of 
Ohio,  March  12,  1862,  for  the  purpose  of  building  a  road  from 
a  stake  in  the  track  of  the  Columbus,  Piqua  and  Indiana  Rail¬ 
road  in  Newberry  township,  Miami  county,  Ohio  (Bradford 
Junction),  through  Miami,  Darke  and  Preble  counties,  to  the 
Indiana  state  line. 

The  first  election  for  directors  was  held  May  20,  1862,  and  the 
organization  was  perfected  the  same  date. 

The  Richmond  and  Covington  Railroad  was  organized  under 
the  auspices  of  the  Columbus,  Piqua  and  Indiana  Railroad  Com¬ 
pany  and  the  Indiana  Central  Railway  Company.  An  agree¬ 
ment  was  entered  into  October  16,  1861,  between  the  Indiana 
Central  Railway  Company,  Lowell  Holbrook  and  J.  A.  Roose¬ 
velt,  receivers  of  the  Columbus,  Piqua  and  Indiana  Railroad 
Company,  and  Samuel  M.  Raisbeck  and  others,  holders  of  the 
bonds  of  the  Columbus,  Piqua  and  Indiana  Railroad  Company, 
providing  for  the  construction  and  operation  of  the  Richmond 
and  Covington  Railroad,  for  the  appropriation  of  its  income 
toward  the  payment  of  bonds,  stock  and  debts  issued  or  con¬ 
tracted  for  constructing  the  road,  and  for  the  consolidation  of 


1  See  page  402. 


CORPORATE  HISTORY. 


43 


the  company  with  the  Columbus,  Piqua  and  Indiana  Railroad 
Company  and  the  Indiana  Central  Railway  Company.  This  con¬ 
tract  was  ratified  by  the  Richmond  and  Covington  Railroad 
Company  May  20,  1862.  In  the  reorganization  of  the  Columbus, 
Piqua  and  Indiana  Railroad  Company  the  holders  of  the  first, 
second  and  third  mortgage  bonds  donated  one-third  of  them 
for  the  purpose  of  constructing  the  Richmond  and  Covington 
Railroad. 

The  road  was  opened  for  operation  early  in  1863. 

For  a  short  time  the  Richmond  and  Covington  Railroad,  the 
Columbus  and  Indianapolis  Railroad,  and  the  Indiana  Central 
Railway  were  operated  jointly,  forming  what  was  known  as  the 
“  Great  Central  Line.” 

An  agreement  was  entered  into  June  29,  1864,  with  the  Co¬ 
lumbus  and  Indianapolis  Railroad  for  the  purchase  of  the  road 
by  that  company  for  $640,000.  The  Columbus  and  Indianapolis 
Railroad  Company  agreed  to  pay  bonds  of  the  Richmond  and 
Covington  Railroad  Company  amounting  to  $356,000,  and  pay 
the  balance  of  the  purchase  money  in  capital  stock  of  the  Colum¬ 
bus  and  Indianapolis  Railroad  Company.  In  accordance  with 
this  agreement  a  deed  was  executed  September  5,  1864,  convey¬ 
ing  the  Richmond  and  Covington  Railroad  to  the  Columbus  and 
Indianapolis  Railroad  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  certificate  of  incorporation 
was  $250,000.  The  board  of  directors,  by  resolution  passed  Feb¬ 
ruary  11,  1864,  authorized  an  increase  of  capital  stock  in  the 
sum  of  $125,000,  making  the  total  authorized  capital  stock  $375,- 
000.  This  increase  was  duly  authorized  by  the  stockholders  and 
a  certificate  thereto  was  filed  in  the  office  of  the  auditor  of  state 
of  Ohio,  June  22,  1864,  under  the  general  laws  of  the  state. 

There  was  $288,000  capital  stock  issued.  The  $288,000  capital 
stock  of  the  Columbus  and  Indianapolis  Railroad  Company  re¬ 
ceived  in  payment  for  the  Richmond  and  Covington  Railroad 
was  distributed  pro  rata  among  the  stockholders.  The  capital 
stock  of  the  Richmond  and  Covington  was  surrendered  and 
merged  in  the  Columbus  and  Indianapolis  Railroad  Company 
in  accordance  with  the  articles  of  consolidation  forming  that 
company. 


44  PITTSBURGH,  CINCINNATI,  CPIICAGO  AND  ST.  LOUIS  RY.  CO. 

MORTGAGES  AND  BONDS. 

First  mortgage  dated  Tune  24,  1862,  to  Joseph  T.  Thomas, 
trustee,  securing  $250,000  bonds,  of  $1,000  each,  payable  July  1, 
1872,  bearing  7  per  cent,  interest,  all  of  which  were  issued.  In 
accordance  with  the  agreement  for  the  purchase  of  the  Richmond 
and  Covington  Railroad  above  mentioned,  the  Columbus  and 
Indianapolis  Railroad  Company  assumed  their  payment,  and 
they  were  afterward  exchanged  for  first  mortgage  bonds  of  the 
Columbus  and  Indianapolis  Central  Railway  Company. 

Joseph  T.  Thomas,  trustee,  executed  a  release  of  the  mortgage 
April  5,  1865,  which  was  immediately  recorded  in  Darke,  Preble 
and  Miami  counties.  The  bonds  previously  cancelled  by  the 
trustee  were  all  destroyed  by  burning  to  ashes  November  14, 
1884,  by  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany. 

Income  bonds.  The  board  of  directors  on  February  11,  1864, 
authorized  the  issue  of  $125,000  income  bonds,  of  $1,000  each, 
bearing  7  per  cent,  interest.  They  were  not  secured  by  mort¬ 
gage,  and  $106,000  dated  March  1,  1864,  payable  March  1,  1872, 
were  issued.  In  accordance  with  the  agreement  for  the  purchase 
of  the  Richmond  and  Covington  Railroad  the  payment  of  these 
bonds  was  assumed  by  the  Columbus  and  Indianapolis  Railroad 
Company,  and  they  were  afterward  exchanged  for  first  mortgage 
bonds  of  the  Columbus  and  Indianapolis  Central  Railway  Com¬ 
pany.  The  $106,000  of  issued  bonds  and  $19,000  unissued  and 
unexecuted  were  destroyed  by  burning  to  ashes  November  19, 
1884. 


INDIANA  CENTRAL  RAILWAY  COMPANY. 

The  corporate  history  of  the  Indiana  Central  Railway  Com¬ 
pany  begins  with  the  incorporation  of  the  Terre  Haute  and  Rich¬ 
mond  Railroad  Company. 

TERRE  HAUTE  AND  RICHMOND  RAILROAD 

COMPANY. 

The  Terre  Haute  and  Richmond  Railroad  Company  was  in¬ 
corporated  by  special  act  of  the  Indiana  legislature  passed  Jan¬ 
uary  26,  1847,  t0  construct  a  railroad  from  a  point  on  the  wes- 


CORPORATE  HISTORY. 


45 


tern  line  of  the  state  of  Indiana  eastwardly  through  Terre  Haute 
Green  Castle,  and  Indianapolis  to  Richmond,  Indiana.  The  cor¬ 
porate  name  specified  by  the  act  was  “  The  President  and  Direc¬ 
tors  of  the  Terre  Haute  and  Richmond  Railroad  Company.” 

Section  23  provided  that  when  the  aggregate  amount  of  divi¬ 
dends  declared  should  amount  to  the  full  sum  invested  and  ten 
per  centum  per  annum  thereon,  the  surplus  profits,  if  any,  after 
paying  the  expenses  and  reserving  such  proportion  as  might  be 
necessary  for  future  contingencies,  should  be  paid  over  to  the 
treasurer  of  state  for  the  use  of  common  schools.  A  supplemen¬ 
tary  act  approved  February  16,  1848,  authorized  the  election  of 
directors  after  $50,000  had  been  subscribed  to  the  capital  stock, 
and  also  the  change  of  the  location  of  the  road  and  the  commence¬ 
ment  of  work  at  any  point.  The  supplementary  act  approved 
January  13,  1849,  modified  the  nth  and  12th  sections  of  the  act 
of  January  26,  1847,  and  the  3rd  section  of  the  act  of  February 
16,  1848.  It  also  provided  for  the  settlement  of  claims  for  land  or 
material  appropriated  by  the  company.  The  special  act  approved 
January  21,  1850,  changed  the  corporate  name  of  the  company 
to  the  Terre  Haute  and  Richmond  Railroad  Company.  The 
special  act  passed  January  8,  1851,  authorized  the  borrowing  of 
money  and  issue  of  bonds.1 

The  act  of  February  16,  1848,  above  mentioned,  further 
authorized  the  stockholders  east  of  Indianapolis,  as  soon  as 
$20,000  was  subscribed,  to  elect  directors  under  whose  control 
the  stock  subscribed  east  of  Indianapolis  was  to  be  expended 
in  the  construction  of  that  portion  of  road.  Accordingly  they 
elected  directors  and  organized  as  the  Terre  Haute  and  Rich¬ 
mond  Railroad  Company  (east  of  Indianapolis)  at  a  meeting 
held  at  Centerville,  Indiana,  May  25,  1850,  and  contracts  for 
the  construction  of  the  road  were  made. 

INDIANA  CENTRAL  RAILWAY  COMPANY.2 

The  president  and  directors  of  the  Terre  Haute  and  Rich¬ 
mond  Railroad  Company  west  of  Indianapolis  having  consented 
to  and  solicited  a  separation  from  the  directors  and  stockholders 
east  of  Indianapolis,  an  act  approved  January  20,  1851,  created 

1  The  acts  relating  to  the  Terre  Haute  and  Richmond  are  printed  in 
volume  containing  Vandalia  Line  documents. 

2  See  page  412. 


46  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  latter  a  separate  corporate  body  under  the  name  of  the 
Indiana  Central  Railway  Company,  with  authority  to  build  the 
road  in  the  general  direction  of  the  National  Road,  from  Indian¬ 
apolis  eastwardly  to  the  state  line  between  Indiana  and  Ohio. 
The  new  company  was  made  subject  to  the  provisions  of  the  act 
incorporating  the  Terre  Haute  and  Richmond  Railroad  Company 
so  far  as  they  were  then  in  force,  and  the  road  was  built  accord¬ 
ingly.  All  subscriptions  of  stock  at  Indianapolis  and  west  thereof 
were  collectible  by  and  for  the  use  of  the  Terre  Haute  and  Rich¬ 
mond  Railroad  Company,  and  all  subscriptions  east  of  Indian¬ 
apolis  were  collectible  by  and  for  the  use  of  the  Indiana  Central 
Railway  Company.  The  special  act  approved  February  12,  1851, 
provided  for  the  acquisition  of  right  of  way  and  the  construc¬ 
tion  of  branches. 

The  first  election  for  directors  was  held  February  3,  1851,  and 
-  the  organization  was  perfected  the  same  date. 

An  agreement  was  made  September  13,  1851,  with  the  New 
Castle  and  Richmond  Railroad  Company  for  building  a  double 
track  and  bridge  between  the  junction  of  the  two  roads  on  the 
west  side  of  the  east  fork  of  the  White  Water  river  near  Rich¬ 
mond  to  the  depot  of  the  Richmond  and  Miami  Railroad  Com¬ 
pany  in  Richmond,  the  New  Castle  and  Richmond  Railroad  Com¬ 
pany  to  occupy  the  north  half  of  the  track  and  bridge  and  the 
Indiana  Central  Railway  Company  the  south  half. 

An  agreement  was  made  with  the  Richmond  and  Miami  Rail¬ 
road  Company  July  24,  1851,  for  the  construction  by  that  com¬ 
pany  of  a  double  track  between  Richmond  and  the  point  east  of 
Richmond  where  the  two  roads  diverged  (Richmond  Junction),, 
the  Indiana  Central  Railway  Company  to  own  the  north  track, 
and  the  Richmond  and  Miami  Railroad  Company  the  south 
track. 

The  road  was  opened  for  operation  in  1854. 

A  contract  was  executed  August  21,  1854,  taking  effect  August 
1,  1854,  with  the  Dayton  and  Western  Railroad  Company  for  tne 
joint  operation  of  both  roads  by  the  Indiana  Central  Railway 
Company  and  the  division  of  earnings.  This  agreement  termi¬ 
nated  March  9,  1863.  It  is  more  fully  referred  to  under  Dayton 
and  Western  Railroad  Company. 

An  agreement  was  made  January  10,  1864,  with  the  Columbus 
and  Indianapolis  Railroad  Company  for  the  consolidation  of  the 
earnings,  rolling  stock  and  equipment  and  the  joint  operation  of 


CORPORATE  HISTORY. 


47 


the  entire  line  between  Columbus  and  Indianapolis.  This  agree¬ 
ment  continued  in  force  until  the  consolidation  of  the  Columbus 
and  Indianapolis  Railroad  Company  with  the  Indiana  Central 
Railway  under  the  name  of  the  Columbus  and  Indianapolis  Cen¬ 
tral  Railway  Company,  October  13,  1864. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  act  of  incorporation  of  the 
Terre  Haute  and  Richmond  Railroad  Company,  January  26, 
1847,  was  $800,000,  in  shares  of  fifty  dollars  each.  There  was 
issued  about  $610,000.  In  the  consolidation  of  the  Company  into 
the  Columbus  and  Indianapolis  Central  Railway  Company  stock¬ 
holders  were  entitled  to  receive  $160.31  stock  of  the  new  com¬ 
pany  for  each  $100  stock  of  the  Indiana  Central  Railway  Com¬ 
pany. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  April  10,  1852,  to  J.  F.  D.  Lanier,  trus¬ 
tee,  securing  $600,000  bonds,  of  $1,000  each,  dated  May  1,  1852, 
payable  November  1,  1866,  bearing  7  per  cent,  interest,  all  of 
which  were  issued.  Of  these  bonds,  $593,000  were  paid  at  ma¬ 
turity  by  the  Columbus  and  Indianapolis  Central  Railway  Com¬ 
pany,  and  the  remaining  $7,000  subsequently  paid.  J.  F.  D. 
Lanier,  trustee,  having  died,  proceedings  were  instituted  in  the 
circuit  court  of  Marion  county,  Indiana,  by  the  Chicago,  St. 
Louis  and  Pittsburgh  Railroad  Company  to  obtain  authority  for 
the  destruction  of  the  bonds  and  release  of  the  mortgage. 

Under  order  of  the  court,  Edward  Daniels,  special  master  com¬ 
missioner,  destroyed  the  bonds  and  executed  a  release  of  the 
mortgage  May  8,  1885,  which  was  recorded  in  May,  June  and 
July,  1885,  in  the  several  counties. 

Supplementary  mortgage,  dated  April  10,  1856,  to  J.  F.  D. 
Lanier,  trustee.  This  mortgage  was  supplementary  to  first  mort¬ 
gage  dated  April  10,  1852,  and  was  executed  in  accordance  with 
the  terms  of  that  mortgage,  for  the  purpose  of  further  conveying 
and  assuring  to  the  trustee  the  premises  conveyed  in  the  first 
mortgage  and  also  conveying  property  acquired  subsequent  to 
the  date  of  the  mortgage. 

Second  mortgage,  dated  October  1,  1856,  to  J.  F.  D.  Lanier, 
trustee,  securing'  $700,000  bonds,  of  which  $600,000  were  for 
$1,000  each,  and  $100,000  for  $500  each,  dated  January  1,  1857, 


48  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

payable  January  1,  1882,  bearing  10  per  cent,  interest.  There 
were  $689,500  issued,  of  which  $23,000  were  exchanged  for  first 
mortgage  bonds  of  the  Columbus  and  Indianapolis  Central  Rail¬ 
way  Company.  The  remainder,  except  two  bonds,  were  paid  by 
the  bondholders’  committee  of  the  Columbus,  Chicago  and  In¬ 
diana  Central  Railway  Company,  in  accordance  with  orders  of 
the  court,  pending  the  litigation  with  the  Pittsburgh,  Cincinnati 
and  St.  Louis  Railway  Company  respecting  the  cancellation  of 
the  lease.  J.  F.  D.  Lanier,  trustee,  having  died,  proceedings 
were  instituted  in  the  Marion  county  Indiana  circuit  court  by 
the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  to  ob¬ 
tain  authority  for  the  destruction  of  the  bonds  and  the  release  of 
the  mortgage.  Under  order  of  the  court  the  bonds  were  de¬ 
stroyed  and  the  mortgage  was  satisfied  of  record  in  the  several 
counties  in  May,  June  and  July,  1885,  except  as  to  bonds  93 
and  95. 

Domestic  and  income  bonds.  The  company  issued  the  follow¬ 
ing  domestic  and  income  bonds  not  secured  by  mortgage  and 
bearing  10  per  cent,  interest:  $351,000  of  $1,000  each,  $239,500 
of  $500  each,  $58,900  of  $100  each,  total  $649,400.  They  were 
all  taken  up  and  cancelled  by  the  company,  most  of  them  being 
exchanged  for  second  mortgage  bonds. 

COLUMBUS  AND  INDIANAPOLIS  CENTRAL 
RAILWAY  COMPANY.1 

The  Columbus  and  Indianapolis  Central  Railway  Company  was 
formed  by  consolidation  of  the  Columbus  and  Indianapolis  Rail¬ 
road  Company  and  the  Indiana  Central  Railway  Company. 

Articles  of  consolidation  were  entered  into  by  the  directors  of 
the  two  companies  August  10,  1864,  under  the  authority  of  the 
general  laws  of  Ohio  and  Indiana,  ratified  by  the  stockholders 
of  the  Columbus  and  Indianapolis  Railroad  Company  September 
16,  1864,  and  by  the  stockholders  of  the  Indiana  Central  Railway 
Company,  September  17,  1864,  and  filed  in  the  office  of  the  sec¬ 
retary  of  state  of  Ohio  October  17,  1864,  and  of  Indiana  October 
19,  1864. 

The  first  election  for  directors  was  held  October  13,  1864,  and 
the  organization  was  completed  the  same  date. 

The  company  was  consolidated  with  the  Toledo,  Logansport 


1  See  page  427. 


CORPORATE  HISTORY. 


49 


and  Burlington  Railway  Company  and  the  Union  and  Logans- 
port  Railroad  Company  under  the  name  of  the  Columbus  and 
Indiana  Central  Railway  Company  September  n,  1867. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  consolidation 
was  $3,000,000  in  shares  of  $50  each.  The  stockholders  on 
November  21,  1866,  authorized  its  increase  to  $4,000,000.  There 
was  issued  $2,954,700.  In  the  consolidation  into  the  Columbus 
and  Indiana  Central  Railway  Company  holders  were  entitled  to 
receive  capital  stock  of  the  new  company  dollar  for  dollar  and 
50  per  cent,  increase  either  in  income  bonds  or  stock. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  October  13,  1864,  to  Archibald  Park- 
hurst,  trustee,  securing  $3,200,000  bonds  of  $1,000'  each,  dated 
November  1,  1864,  payable  November  1,  1904,  bearing  7  per 
cent,  interest,  all  of  which  were  issued.  A  sinking  fund  was  pro¬ 
vided  of  $16,000  per  annum  for  the  purchase  of  bonds  at  a  price 
not  exceeding  15  per  cent,  premium,  the  sinking  fund  to  be  kept 
and  invested  by  three  commissioners  one  of  whom  should  be  the 
president  of  the  company  and  the  other  two  directors.  The  sink¬ 
ing  fund  is  inoperative.  Of  these  bonds  $509,000  were  exchanged 
for  first  mortgage  bonds  of  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company  and  $60,000  were  paid  and  cancelled. 
The  remaining  $2,631,000  are  outstanding  January  1,  1898. 

Second  mortgage,  dated  November  1,  1864,  to  Archibald  Park- 
hurst,  trustee,  securing  $1,000,000  bonds  of  $1,000  each,  dated 
November  1,  1864,  payable  November  1,  1904,  bearing  7  per 
cent,  interest.  A  sinking  fund  of  $5,000  per  annum,  which  was 
to  be  kept  and  invested  by  three  commissioners,  one  of  whom 
•should  be  the  president  of  the  company  and  the  other  two  direc¬ 
tors,  was  provided  for  the  purchase  of  bonds  at  not  exceeding  10 
per  cent,  premium,  the  first  payment  to  the  sinking  fund  to  be 
made  November  1,  1865.  The  sinking  fund  is  inoperative. 
There  were  $821,000  issued,  of  which  $780,000  are  outstanding 
January  1,  1898.  $36,000  of  them  were  issued  without  au¬ 

thority  in  1877  by  B.  E.  Smith,  president  of  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  but  being 
considered  invalid  and  no  interest  having  been  paid  on  them 
from  May  1,  1879,  Charles  F.  Lyn'de,  the  holder,  commenced  suit 


4 


50  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

in  the  common  pleas  court  of  Franklin  county,  Ohio,  July  3, 
1891,  against  the  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis 
Railway  Company  and  others  for  the  sale  of  the  portion  of  road 
covered  by  the  mortgage  for  the  payment  of  the  bonds  and  cou¬ 
pons.  A  decree  of  foreclosure  was  made  July  9,  1892,  which  was 
affirmed  by  the  circuit  court  of  Franklin  county,  March  9,  1893. 
An  appeal  was  taken  to  the  Supreme  Court  of  Ohio  April  21,  1893,. 
which  affirmed  the  judgment  of  the  lower  court’ January  23,  1896. 
This  decision  was  affirmed  by  the  Supreme  Court  of  the  United 
States  January  9,  1899. 

UNION  AND  LOGANSPORT  RAILROAD  COMPANY.1 

The  Union  and  Logansport  Railroad  Company  filed  articles  of 
association  in  the  office  of  the  secretary  of  state  of  Indiana  Jan¬ 
uary  5,  1863,  in  accordance  with  the  general  laws  of  the  state 
for  the  purpose  of  constructing  a  railroad  commencing  at  the 
state  line  in  the  town  of  Union  (now  Union  City)  and  extending 
through  Randolph,  Jay,  Blackford,  Grant,  Miami  and  Cass  coun¬ 
ties,  to  Logansport. 

The  Marion  and  Mississinewa  Valley  Railroad  Company  con¬ 
veyed  to  the  Union  and  Logansport  Railroad  Company  by  deed 
of  January  9,  1863,  in  accordance  with  an  agreement  between  the 
two  companies  dated  January  8,  1863,  its  roadbed,  right  of  way, 
station  and  depot  grounds  between  Union  (City)  and  Logansport, 
in  consideration  of  the  issue  to  the  stockholders  of  the  Marion 
and  Mississinewa  Valley  Railroad  Company  of  one  share  of  the 
capital  stock  of  the  Union  and  Logansport  Railroad  Company 
for  two  shares  of  stock  of  the  Marion  and  Mississinewa  Valley 
Railroad  Company,  the  stock  of  both  companies  being  of  the 
same  par  value. 

The  commencement  of  work  on  the  road  was  delayed  by  finan¬ 
cial  difficulties.  In  May,  1866,  a  contract  was  entered  into  with 
B.  E.  Smith  and  others  for  the  construction  of  the  road  and  its 
operation  in  connection  with  the  Columbus  and  Indianapolis 
Central  Railway  Company.  There  were  to  be  paid  to  contrac¬ 
tors  $2,000,000  bonds  and  $200,000  stock  of  the  company.  The 
road  was  completed  and  opened  for  operation  March  15,  1868, 
it  being  at  that  time  a  part  of  the  Columbus,  Chicago  and  Indiana 


1  See  page  446. 


CORPORATE  HISTORY. 


51 


Central  Railway.  It  was  built  under  the  charter  of  the  Union 
and  Logansport  Railroad  Company  only  as  far  as  Anoka,  the 
road  originally  constructed  by  the  Cincinnati  and  Chicago  Rail¬ 
road  Company  being  used  from  Anoka  to  Logansport. 

The  company  was  consolidated  September  11,  1867,  with  the 
Columbus  and  Indianapolis  Central  Railway  Company  and  the 
Toledo,  Logansport  and  Burlington  Railway  Company  under  the 
name  of  the  Columbus  and  Indiana  Central  Railway  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  association  was 
$2,000,000,  consisting  of  80,000  shares  of  $25  each.  There  was 
issued  about  $149,575.  In  the  consolidation  into  the  Columbus 
and  Indiana  Central  Railway  Company  holders  were  entitled  to 
stock  of  the  new  company  dollar  for  dollar. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  December  1,  1865,  to  Joseph  l.  Thomas, 
trustee,  securing  $2,000,000  bonds  of  $1,000  each,  dated  Decem¬ 
ber  1,  1865,  payable  December  1,  1905,  bearing  7  per  cent, 
interest.  A  sinking  fund  of  $10,000  annually  which  was  to  be 
kept  and  invested  by  three  commissioners,  one  of  whom  should 
be  the  president  of  the  company  and  the  other  two  directors,  was 
provided  for  the  purchase  of  bonds  at  a  price  not  exceeding  10 
per  cent,  premium.  The  first  appropriation  to  the  sinking  fund 
was  to  be  made  April  1,  1868.  All  of  these  bonds  were  issued, 
of  which  $1,259,000  were  exchanged  for  first  mortgage  bonds  of 
the  Columbus,  Chicago  and  Indiana  Central  Railway  Company 
and  $26,000  paid  and  cancelled,  leaving  $715,000  outstanding 
January  1,  1898.  The  sinking  fund  is  inoperative. 

MARION  AND  MISSISSINEWA  VALLEY  RAILROAD 
COMPANY  (CONSOLIDATED).5 

The  Marion  and  Mississinewa  Valley  Railroad  Company, 
whose  roadbed,  rights  of  way,  etc.,  were  purchased  by  the  Union 
and  Logansport  Railroad  Company  as  above  mentioned,  was 
formed  by  the  consolidation  of  the  Marion  and  Mississinewa  Val¬ 
ley  Railroad  Company  and  the  Marion  and  Logansport  Railroad 


1  See  page  474. 


52  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Company.  Articles  of  consolidation  were  entered  into  August 
24,  1854,  ratified  by  the  board  of  directors  of  the  Marion  and 
Mississinewa  Valley  Railroad  Company  August  24,  1854,  and 
by  the  board  of  directors  of  the  Marion  and  Logansport  Railroad 
Company  October  20,  1854;  and  reaffirmed  and  accepted  by  the 
board  of  directors  of  the  Marion  and  Mississinewa  Valley  Rail¬ 
road  Company  November  21,  1854.  No  certificate  was  filed  in 
the  office  of  the  secretary  of  state. 

The  Marion  and  Mississinewa  Valley  Railroad  Company  and 
its  constituent  companies  located  a  line,  acquired  right  of  way, 
and  did  some  grubbing  and  clearing,  but  owing  to  financial  diffi¬ 
culties  the  work  was  abandoned. 

By  deed  of  November  28,  1854,  the  Marion  and  Logansport 
Railroad  Company  conveyed  its  railroad,  franchises,  property  and 
real  estate  to  the  Marion  and  Mississinewa  Valley  Railroad  Com¬ 
pany.  In  accordance  with  an  agreement  between  the  two  com¬ 
panies  dated  January  8,  1863,  the  Marion  and  Mississinewa  Valley 
Railroad  Company  conveyed  its  roadbed,  rights  of  way,  etc.,  to 
the  Union  and  Logansport  Railroad  Company  by  deed  dated 
January  9,  1863. 

CAPITAL  STOCK. 

The  capital  stock  authorized  was  $800,000.  By  the  terms  of 
the  agreement  of  June  8,  1863,  and  the  deed  of  June  9,  1863, 
above  referred  to,  conveying  the  Marion  and  Mississinewa  Valley 
Railroad  to  the  Union  and  Logansport  Railroad  Company,  the 
stockholders  of  the  Marion  and  Mississinewa  Valley  Railroad 
Company  were  entitled  to  stock  of  the  Union  and  Logansport 
Railroad  Company  in  half  the  amount  held  by  them  if  surrendered 
in  even  shares  at  any  time  to  January  8,  1864,  exchange  to  be 
made  only  for  the  original  stock  fully  paid,  and  not  for  stock 
that  had  been  issued  for  interest.  The  time  for  this  exchange  was 
subsequently  extended  to  September  10,  1867,  by  the  board  of 
directors  of  the  Union  and  Logansport  Railroad  Company  under 
resolution  of  August  12,  1867. 

MORTGAGES  AND  BONDS. 

No  mortgage  debt  was  created  by  this  company.  Scrip  certifi¬ 
cates  in 'denominations  of  $5.00  each  were  issued  to  the  amount 
of  about  $25,000,  all  or  nearly  all  of  which  were  taken  up  and 
cancelled. 


CORPORATE  HISTORY. 


53 


(FIRST)  MARION  AND  MISSISSINEWA  VALLEY 

RAILROAD  COMPANY.1 

Articles  of  association,  executed  December  30,  1852,  in  accord¬ 
ance  with  the  general  law  of  Indiana  of  May  11,  1852,  were  filed 
by  this  company  in  the  office  of  the  secretary  of  state  of  Indiana 
January  12,  1853,  for  the  construction  of  a  railroad  from  Union 
(now  Union  City),  Indiana,  via  Deerfield,  Randolph  county,  and 
Hartford,  Blackford  county,  to  Marion,  Grant  county,  Indiana. 

The  first  election  for  directors  was  held  December  30,  1852, 
and  the  organization  was  perfected  January  12,  1853. 

The  company  acquired  considerable  right  of  way  and  entered 
into  a  contract  July  16,  1853,  for  the  construction  of  the  road, 
but  very  little  work  was  done. 

On  August  24,  1854,  an  agreement  was  entered  into  with  the 
Marion  and  Logansport  Railroad  Company  for  the  consolidation 
of  the  two  companies  under  the  name  of  the  Marion  and  Missis- 
sinewa  Valley  Railroad  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  association  was 
$800,000,  consisting  of  32,000  shares  of  $25  each.  This  stock 
formed  part  of  the  capital  stock  of  the  Marion  and  Mississinewa 
Valley  Railroad  Company,  consolidated,  no  new  certificates  hav¬ 
ing  been  issued  by  the  consolidated  company  in  exchange  there¬ 
for. 

MORTGAGES  AND  BONDS. 

Mortgage,  dated  October  1,  1853,  to  Moses  G.  Mitchell,  trus¬ 
tee,  securing  $1,000,000  bonds  of  $1,000  each,  dated  October  1, 

1853,  payable  October  1,  1863,  bearing  7  per  cent,  interest. 

There  were  $75,000  issued,  all  of  which  were  delivered  to  con¬ 
tractors  under  the  terms  of  an  agreement  for  the  construction  of 
the  road.  They  were  surrendered  to  the  company  in  exchange 
for  other  securities.  The  trustee  executed  a  release  of  the  mort¬ 
gage,  which  was  recorded  in  Grant  county,  Indiana,  October  17, 

1854,  and  also  in  the  other  counties  through  which  the  road 
passed. 

Real  estate  bonds  were  issued  by  the  company  to  the  amount 
of  $40,000,  of  $100  each,  dated  May  1,  1854,  numbered  from  1 
to  400  inclusive,  one-fifth  payable  in  three  years,  two-fifths  in 


1  See  page  454. 


54  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

five  years,  and  two-fifths  in  ten  years.  To  secure  these  bonds 
mortgages  were  executed  to  Jeremiah  Smith,  trustee,  April  28, 
1854,  and  May  1,  1854,  covering  real  estate  in  Delaware,  Noble, 
Miami,  Boone,  Jasper,  St.  Joseph,  Monroe,  Wabash  and  Fulton 
counties,  Indiana,  and  Darke  county,  Ohio,  a  separate  mortgage 
being  made  for  the  property  in  each  county,  but  all  of  like  tenor 
and  effect,  the  real  estate  included  in  all  the  mortgages  being 
valued  at  $44,432j  These  mortgages  provided  that  any  of  the 
lands  might  be  purchasable  by  payments  made  in  real  estate 
bonds  at  prices  not  less  than  the  actual  cost  of  the  lands,  and  that 
anv  deed  made  for  land  so  sold  for  real  estate  bonds  should  con- 

j 

vey  as  perfect  a  title  as  if  the  deed  of  trust  had  not  been  made. 
On  November  14,  i860,  the  Marion  and  Mississinewa  Valley 
Railroad  Company  (consolidated)  executed  a  mortgage  covering 
certain  property  in  Blackford  county  as  additional  security  for 
the  bonds  then  outstanding,  the  real  estate  formerly  conveyed 
having  depreciated  in  value  and  being  insufficient  to  redeem 
them.  This  real  estate  was  all  sold  and  applied  to  the  payment 
of  $39,100  bonds  except  a  portion  in  Blackford  county,  which 
was  conveyed  to  Nathan  W.  Frazier  as  residuary  trustee  by  the 
Marion  and  Mississinewa  Valley  Railroad  Company  by  deed 
dated  January  8,  1863,  subject  to  the  mortgage  to  Jeremiah  Smith 
securing  real  estate  bonds.  Proceedings  were  instituted  by  Ed¬ 
win  B.  Cubberly  in  the  Blackford  county  Indiana  circuit  court 
at  its  May  term,  1870,  against  Jeremiah  Smith,  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company  and  George  Cub¬ 
berly  to  recover  principal  and  interest  on  bond  No.  44.  In  the 
same  case  Nathan  W.  Frazier,  as  owner  of  the  real  estate  sub¬ 
ject  to  the  deed  of  trust  to  Jeremiah  Smith,  petitioned  to  the 
court  to  ascertain  and  adjudge  the  amount  due  on  the  outstand¬ 
ing  bonds  that  he  might  pay  them  and  upon  such  payment  that 
the  property  be  released  from  the  deed  of  trust.  A  decree  was 
made  by  the  court  in  November,  1870,  ordering  N.  W.  Frazier 
to  pay  into  the  court  the  sum  of  $1,654.38,  out  of  which  $183.82 
was  to  be  applied  to  the  payment  of  bond  44,  $253.50  to  Jere¬ 
miah  Smith  for  services  and  expenses  as  trustee,  and  $1,470.56 
to  the  payment  of  the  remaining  eight  outstanding  bonds;  also 
terminating  the  trust  and  discharging  Jeremiah  Smith  as  trustee, 
and  declaring  the  real  estate  to  be  held  by  N.  W.  Frazier  in  fee 

1  Mortgages  not  printed  here;  covered  no  property  used  for  railway 
purposes. 


CORPORATE  HISTORY. 


55 


simple.  The  $1,470.56  was  ordered  to  be  returned  to  N.  W. 
Frazier  to  be  held  by  him  as  residuary  trustee  of  the  Marion  and 
Mississinewa  Valley  Railroad  Company  for  the  payment  of  bonds 
1,  2,  91,  92,  97,  102,  150  and  174  ($183.83  on  each  bond)  when 
presented,  and  for  no  other  purpose. 

MARION  AND  LOGANSPORT  RAILROAD  COMPANY.1 

Articles  of  association  executed  April  25,  1853,  were  filed  by 
the  Marion  and  Logansport  Railroad  Company  in  the  office  of 
the  secretary  of  state  of  Indiana  July  28,  1853,  for  the  purpose 
of  building  a  railroad  from  Marion  to  Logansport.  The  first 
election  for  directors  occurred  April  25,  1853,  and  the  organiza¬ 
tion  was  perfected  the  same  date. 

The  company  located  the  line  of  railroad  from  Marion  to  a 
connection  with  the  Cincinnati  and  Chicago  Railroad  (Anoka), 
about  five  miles  east  of  Logansport,  acquired  the  right  of  way, 
and  entered  into  contracts  for  the  construction  of  the  road,  under 
which  considerable  grubbing  and  clearing  was  done. 

The  company  was  consolidated  into  the  Marion  and  Missis¬ 
sinewa  Valley  Railroad  Company  as  above  shown. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  articles  of  association  was 
$500,000,  consisting  of  20,000  shares  of  $25  each.  By  the  terms 
of  the  agreement  dated  August  24,  1854,  for  merging  the  capital 
stock  of  the  Marion  and  Logansport  Railroad  Company  into  the 
capital  stock  of  the  Marion  and  Mississinewa  Valley  Railroad 
Company,  stockholders  of  the  Marion  and  Logansport  Railroad 
Company  were  entitled  to  receive  an  equal  amount  of  stock  of  the 
Marion  and  Mississinewa  Valley  Railroad  Company. 

MORTGAGES  AND  BONDS. 

Mortgage,  dated  October  1,  1853,  to  Moses  G.  Mitchell,  trus¬ 
tee,  covering  in  addition  to  the  railroad,  right  of  way,  etc.,  cer¬ 
tain  parcels  of  land  in  Miami,  Howard,  Grant,  Rush,  Jasper, 
Cass,  Pulaski,  Fulton,  Monroe  and  Morgan  counties.  The  mort¬ 
gage  secured  $707,000  bonds  of  $1,000  each,  payable  October  1, 
1873,  bearing  7  per  cent,  interest.  Under  this  mortgage  $108,- 
000  bonds  were  executed  and  delivered  to  Joseph  Lomax,  presF 


1  See  page  464. 


56  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

dent  of  the  company,  and  others  in  accordance  with  an  arrange¬ 
ment  for  the  assignment  by  Joseph  Lomax  and  Company  of  a 
contract  made  with  them  for  the  construction  of  the  road;  but 
$54,000  were  returned  to  the  company  and  by  resolution  of  the 
board  of  directors  September  25,  1855,  the  remaining  $54,000 
were  repudiated  as  having  been  illegally  issued.  Proceedings 
were  instituted  by  Joseph  Lomax  in  the  United  States  circuit 
court  for  the  district  of  Indiana  to  recover  interest  on  $27,000 
of  these  bonds  held  by  him,  and  the  Marion  and  Mississinewa 
Valley  Railroad  Company  brought  suit  against  Joseph  Lomax 
and  the  Grand  Rapids  and  Indiana  Railroad  Company,  of  which 
Mr.  Lomax  was  also  president,  in  the  same  court  to  enforce  the 
relinquishment  of  these  bonds.  A  decree  was  rendered  Decem¬ 
ber  8,  1857,  in  which  the  bonds  were  declared  void  and  they 
were  delivered  to  the  court  and  cancelled. 

Scrip  certificates  were  issued  to  the  amount  of  about  $30,000 
in  denominations  of  $1  and  $2,  secured  by  a  deed  of  trust  dated 
October  24,  1854,  to  W.  W.  Haney,  conveying  real  estate  owned 
by  the  company  apart  from  its  right  of  way  and  railroad.  These 
were  taken  up  and  the  deed  of  trust  cancelled. 

TOLEDO,  LOGANSPORT  AND  BURLINGTON 

RAILWAY  COMPANY. 

The  Toledo,  Logansport  and  Burlington  Railway  Company 
was  formed  by  the  reorganization  of  the  Toledo,  Logansport  and 
Burlington  Railroad  Company  September  25,  1862. 

The  original  name  of  the  latter  company  was  the  Logansport 
and  Pacific  Railroad  Company,  its  name  having  been  changed 
successively  to  Logansport  and  Pacific  Railway  Company  May 
7,  1853,  Logansport,  Peoria  and  Burlington  Railway  Company 
September  12,  1854,  and  Toledo,  Logansport  and  Burlington 
Railroad  Company  June  11,  1858. 

LOGANSPORT  AND  PACIFIC  RAILROAD  COMPANY.1 

The  Logansport  and  Pacific  Railroad  Company  hied  articles  of 
association,  executed  February  18,  1853,  in  the  office  of  the  sec¬ 
retary  of  state  of  Indiana  May  5,  1853,  for  the  purpose  of  con¬ 
structing  a  railroad  from  Logansport  through  Cass  and  White 


1  See  page  481. 


CORPORATE  HISTORY. 


57 


counties  to  Monticello,  thence  through  White  and  Jasper  counties 
to  the  west  line  of  the  state  of  Indiana  in  the  direction  of  Middle- 
port,  Illinois.  The  first  election  for  directors  was  held  March  12, 
1853,  and  the  organization  perfected  March  14,  1853.  No  con¬ 
struction  work  was  done  by  this  company.  An  agreement  was 
entered  into  March  19,  1853,  with  the  Peoria  and  Oquawka  Rail¬ 
road  Company  for  the  consolidation  of  the  operations  of  the  two 
companies  for  20  years  from  the  time  their  roads  should  be  com¬ 
pleted. 

By  resolution  of  its  board  of  directors  May  7,  1853,  the  com¬ 
pany  adopted  the  name  of  the  Logansport  and  Pacific  Railway 
Company. 

The  capital  stock  authorized  in  the  articles  of  association  was 
$1,000,000,  consisting  of  20,000  shares  of  $50  each. 

This  company  created  no  mortgage  debt. 

LOGANSPORT  AND  PACIFIC  RAILWAY  COMPANY.1 

This  company  was  the  successor  by  change  of  name  of  the 
Logansport  and  Pacific  Railroad  Company,  the  same  having 
been  effected  by  resolution  of  the  board  of  directors  of  the  latter 
company  May  7,  1853,  in  pursuance  of  the  general  law  of  Indiana 
of  February  22,  1853,  authorizing  railroad  companies  to  change 
their  names.  A  contract  for  the  construction  of  the  road  was 
entered  into  in  August,  1853,  but  no  work  appears  to  have  been 
done  by  this  company. 

By  resolution  of  the  board  of  directors  of  September  12,  1854, 
the  name  of  the  company  was  changed  to  the  Logansport,  Peoria 
and  Burlington  Railway  Company. 

The  capital  stock  authorized  was  $1,000,000,  consisting  of  20,- 
000  shares  of  $50  each,  being  the  same  as  the  Logansport  and 
Pacific  Railroad  Company. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  May  11,  1853,  to  George  Washington 
Riggs,  Jr.,  George  Alfred  Hamilton  and  George  Carlisle,  trus¬ 
tees,  securing  £200,000  bonds,  of  which  £67,500  were  for  £225 
each,  and  £132,500  for  £500  each,  all  dated  May  11,  1853,  pay¬ 
able  June  1,  1883,  bearing  6  per  cent,  interest.  Inese  bonds 


1  See  page  482. 


58  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

were  executed  but  not  issued.  They  were  surrendered  to  the 
trustees  and  destroyed.  The  trustees  executed  a  release  of  the 
mortgage  February  15,  1854,  which  was  recorded  in  the  several 
counties. 

LOGANSPORT,  PEORIA  AND  BURLINGTON 
RAILWAY  COMPANY.1 

This  company  was  the  successor  by  change  of  name  of  the 
Logansport  and  Pacific  Railway  Company  September  12,  1854. 
No  part  of  the  road  was  opened  for  operation  by  this  company. 

The  name  of  the  company  was  changed  to  Toledo,  Logansport 
and  Burlington  Railroad  Company  by  resolution  of  the  board  of 
directors,  June  11,  1858. 

The  capital  stock  authorized  by  the  articles  of  association  of 
the  Logansport  and  Pacific  Railroad  Company  was  $1,000,000, 
consisting- of  20,000  shares  of  $50  each. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  July  1,  1855,  to  A.  V.  Stout,  trustee,  se¬ 
curing  $750,000  bonds,  dated  July  1,  1855,  payable  July  1,  1875, 
bearing  7  per  cent,  interest.  There  were  $40,000  bonds  issued, 
$11,000  of  which  were  subsequently  retired  by  the  Toledo, 
Logansport  and  Burlington  Railway  Company.  Of  the  remain¬ 
ing  $29,000  there  were  $27,000  taken  up  by  the  Columbus,  Chi¬ 
cago  and  Indiana  Central  Railway  Company,  who  issued  their 
capital  stock  to  the  amount  of  $27,000  in  full  payment  of  the 
bonds,  coupons  and  interest. 

$710,000  of  these  bonds  were  cancelled  in  1859. 

TOLEDO,  LOGANSPORT  AND  BURLINGTON 
RAILROAD  COMPANY.2 

The  Toledo,  Logansport  and  Burlington  Railroad  Company 
was  the  successor  by  change  of  name  of  the  Logansport,  Peoria 
and  Burlington  Railway  Company  by  resolution  of  the  board  of 
directors  of  the  latter  company  of  June  11,  1858. 

The  road  was  constructed  by  this  company  and  opened  for 
operation  in  December,  1859. 


1  See  page  487. 


2  See  page  493. 


CORPORATE  HISTORY. 


59 


R.  B.  Mason  was  appointed  receiver  by  the  circuit  court  of 
White  county,  December  18,  i860,  and  served  in  that  capacity 
until  after  the  reorganization  of  the  company.  The  road  was 
operated  jointly  with  a  railroad  running  west  from  Effner,  on 
the  Indiana  state  line,  and  called  the  Logansport,  Peoria  and 
Burlington  Railroad  (which  is  distinct  from  the  road  spoken  of 
above  and  is  now  the  Toledo,  Peoria  and  Western  Railway)  from 
the  time  of  its  opening  for  traffic  until  the  reorganization  of  the 
company. 

Proceedings  were  instituted  on  October  15,  1861,  in  the  United 
States  circuit  court  for  the  northern  district  of  Indiana,  by  Mor¬ 
ris  K.  Jesup  and  other  holders  of  the  second  mortgage  bonds, 
for  the  foreclosure  of  the  second  mortgage.  A  decree  of  fore¬ 
closure  and  sale  of  the  road  was  made  May  29,  1862,  in  accord¬ 
ance  with  a  plan  of  reorganization  entered  into  by  the  creditors 
and  stockholders  April  9,  1862,  the  provisions  of  which  are  more 
fully  referred  to  below.  Under  this  decree  the  road  was  sold 
July  10,  1862,  subject  to  the  right  of  the  holders  of  the  first  mort¬ 
gage  bonds  and  to  certain  other  rights  and  equities  reserved  by 
the  court,  to  John  S.  Kennedy,  trustee,  and  conveyed  to  him  by 
deed  of  July  10,  1862,  and  by  him  conveyed  to  the  Toledo, 
Logansport  and  Burlington  Railway  Company  July  31,  1862. 
The  sale  was  confirmed  by  the  court  July  15,  1862.  An  order 
was  made  by  the  court  November  14,  1866,  that  all  holders  of 
bonds  and  stock  of  the  Toledo,  Logansport  and  Burlington 
Railroad  Company  must  present  their  bonds  and  stock  in  ex¬ 
change  for  the  securities  of  the  new  company  by  May  7,  1867, 
and  that  in  default  thereof  all  such  claims  would  be  barred  and 
the  holders  of  the  bonds  and  stock  be  prohibited  from  setting  up 
or  making  claims  thereafter. 


CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  association  of 
the  Logansport  and  Pacific  Railroad  Company  was  $1,000,000, 
consisting  of  20,000  shares  of  $50  each.  There  was  issued  $155,- 
250.  By  the  terms  of  the  plan  of  reorganization  of  April  9, 
1862,  holders  were  entitled  to  receive  an  equal  amount  of  the 
capital  stock  of  the  Toledo,  Logansport  and  Burlington  Railway 
Company.  The  time  for  the  exchange  of  this  stock  was  limited 
to  May  7,  1867,  by  the  order  of  the  United  States  circuit  court 


60  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

for  the  district  of  Indiana  of  November  14,  1866,  above  men¬ 
tioned. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  January  13,  1859,  to  Andrew  V.  Stout,, 
trustee,  securing  $800,000  bonds,  $650,000  of  which  numbered 
from  1  to  650  inclusive,  were  for  $1,000  each,  and  $150,000,  num¬ 
bered  from  651  to  950  inclusive  for  $500  each,  all  dated  February 
1,  1859,  payable  February  1,  1884,  bearing  7  per  cent,  interest, 
all  of  which  were  issued.  On  August  27,  i860,  foreclosure  pro¬ 
ceedings  were  commenced  by  Morris  K.  Jesup  and  others  which 
were  transferred  by  change  of  venue  to  the  circuit  court  for  Pu¬ 
laski  county,  where  the  cause  was  dismissed  September  5,  1865. 

The  Toledo,  Logansport  and  Burlington  Railroad  was  sold 
under  foreclosure  of  the  second  mortgage,  referred  to  below, 
and  conveyed  to  the  Toledo,  Logansport  and  Burlington  Rail¬ 
way  Company,  subject  to  the  lien  of  the  first  mortgage,  in 
accordance  with  the  agreement  of  reorganization  entered  into  by 
the  creditors  and  stockholders  April  9,  1862.  The  new  com¬ 
pany  assumed  the  payment  of  the  principal  of  these  bonds,  and 
in  accordance  with  the  agreement  of  reorganization  holders  were 
to  receive  for  par  amount  of  unpaid  coupons  to  August  1,  1863, 
and  interest  thereon,  preferred  stock  of  the  Toledo,  Logansport 
and  Burlington  Railway  Company.  To  meet  reorganization  ex¬ 
penses  bondholders  were  assessed  to  the  extent  of  ip2  per  cent, 
on  bonds.  The  time  for  the  exchange  of  these  coupons  for 
preferred  stock  -was  limited  to  May  7,  1867,  as  above  stated. 

The  Columbus  and  Indianapolis  Central  Railway  Company  en¬ 
dorsed  on  each  of  these  bonds  a  guaranty  of  the  payment  of  the 
interest  after  February  1,  1866,  in  accordance  with  a  resolution 
of  the  board  of  directors  of  that  company  passed  October  12,  1865. 
There  were  $269,500  bonds  exchanged  for  first  mortgage  bonds 
of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany.  The  balance  were  paid  by  the  Chicago,  St.  Louis  and 
Pittsburgh  Railroad  Company. 

Second  mortgage,  dated  April  1,  1859,  to  Thomas  Williams, 
Jr.,  securing  $200,000  bonds  of  $500  each,  dated  April  1,  1859, 
payable  April  1,  1884,  bearing  7  per  cent,  interest,  all  of  which 
were  issued.  This  mortgage  was  foreclosed  as  above  shown. 
By  the  agreement  of  reorganization  of  April  9,  1862,  the  holders 
of  these  bonds  were  entitled  to  receive  preferred  stock  of  the  To¬ 
ledo,  Logansport  and  Burlington  Railway  Company  to  the 


CORPORATE  HISTORY. 


6l 


amount  of  75  per  cent,  of  their  bonds,  coupons  and  interest. 
Bondholders  were  assessed  ijd  per  cent,  on  the  par  value  of  their 
bonds  to  meet  reorganization  expenses.  The  time  for  the  ex¬ 
change  of  these  bonds  and  coupons  for  preferred  stock  was  lim¬ 
ited  to  May  7,  1867,  as  above  shown. 

TOLEDO,  LOGANSPORT  AND  BURLINGTON  RAIL¬ 
WAY  COMPANY.1 

The  Toledo,  Logansport  and  Burlington  Railway  Company 
was  formed  by  the  reorganization  of  the  Toledo,  Logansport  and 
Burlington  Railroad  Company.  In  accordance  with  the  general 
law  of  Indiana,  under  which  the  company  was  organized,  a  cer¬ 
tificate,  which  was  filed  in  the  office  of  the  secretary  of  state  of 
Indiana  September  26,  1862,  was  executed  by  the  purchasers  of 
the  Toledo,  Logansport  and  Burlington  Railroad  September  22, 
1862,  setting  forth  that  they  had  purchased  that  railroad  and  as 
such  purchasers  had  that  day  adopted  articles  of  association 
constituting  themselves  a  corporation  by  the  name  of  the  Toledo, 
Logansport  and  Burlington  Railway  Company.  Articles  of  asso¬ 
ciation  were  entered  into  September  22,  1862,  and  filed  in  the 
office  of  the  secretary  of  state  of  Indiana  September  25,  1862. 

A  certificate  of  the  organization  of  the  company  was  executed 
October  2,  1862,  and  recorded  in  the  counties  along  the  road  in 
October,  1862. 

The  Toledo,  Logansport  and  Burlington  Railroad  was  con¬ 
veyed  by  deed  dated  July  10,  1862,  of  David  G.  Rose,  commis¬ 
sioner,  to  John  S.  Kennedy,  trustee,  who  conveyed  it  to  the  To¬ 
ledo,  Logansport  and  Burlington  Railway  Company  by  deed 
dated  July  31,  1862. 

The  first  directors  were  elected  September  22,  1862,  and  the 
organization  was  perfected  October  1,  1862. 

The  company  was  consolidated  September  11,  1867,  with  the 
Columbus  and  Indianapolis  Central  Railway  Company  and  the 
Union  and  Logansport  Railroad  Company  under  the  name  of 
the  Columbus  and  Indiana  Central  Railway  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  association  was 
$1,000,000,  in  shares  of  $50  each,  $500,000  of  which  was  common 


1  See  page  514. 


62  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

and  $500,000  preferred.  There  was  $45,050  common  and  $395,- 
485.89  preferred  stock  issued. 

Holders  of  the  preferred  stock  were  entitled  to  $135  of  the 
capital  stock  of  the  Columbus  and  Indiana  Central  Railway  Com¬ 
pany  for  each  $100  stock  held  by  them,  and  the  common  stock 
•  was  exchangeable  for  50  per  cent,  of  its  par  value. 

MORTGAGES  AND  BONDS. 

The  company  executed  no  mortgage  covering  its  railway. 

In  accordance  with  the  agreement  of  reorganization  above 
mentioned  the  company  assumed  the  payment  of  the  principal 
of  the  first  mortgage  bonds  of  the  Toledo,  Logansport  and  Bur¬ 
lington  Railroad  Company  dated  February  1,  1859,  and  °f  inter¬ 
est  thereon  after  August  1,  1863. 

The  agreement  of  reorganization  of  April  9,  1862,  above  re¬ 
ferred  to  provided  for  the  issue  of  income  bonds  to  an  amount 
equal  to  the  amount  found  to  be  due  upon  claims  of  unpaid 
contractors  and  laborers,  and  for  material  and  other  indebt¬ 
edness  not  exceeding  $80,000.  These  bonds  were  to  be  placed 
on  an  equality  with  the  first  mortgage  bonds  of  the  Toledo, 
Logansport  and  Burlington  Railroad  Company.  They  were 
not  to  bear  interest  until  the  expiration  of  three  years  after 
date,  but  the  interest  so  remitted  was  to  be  used  in  stocking  and 
furnishing  the  road.  The  decree  of  the  United  States  circuit 
court  for  the  district  of  Indiana  of  May  29,  1862,  placed  these 
bonds  on  the  same  footing  as  the  first  mortgage  bonds  of  the 
Toledo,  Logansport  and  Burlington  Railroad  Company.  There 
were  $74,025  income  bonds  issued,  dated  February  1,  1863,  pay¬ 
able  February  1,  1884,  all  of  which  have  been  retired  except  $4,- 
100  still  outstanding  January  1,  1898. 


COLUMBUS  AND  INDIANA  CENTRAL  RAILWAY 

.COMPANY.1 

The  Columbus  and  Indiana  Central  Railway  Company  was 
formed  by  the  consolidation  of  the  Columbus  and  Indianapolis 
Central  Railway  Company,  the  Union  and  Logansport  Railroad 
Company  and  the  Toledo,  Logansport  and  Burlington  Railway 
Company. 


1  See  page  529. 


CORPORATE  HISTORY. 


63 


Articles  of  consolidation  were  entered  into  by  the  presidents 
and  directors  of  the  three  companies  June  28,  1867,  ratified  by 
the  stockholders  of  the  Union  and  Logansport  Railroad  Com¬ 
pany  August  12,  1867,  by  the  stockholders  of  the  Toledo,  Logans¬ 
port  and  Burlington  Railway  Company  August  14,  1867,  and  by 
the  stockholders  of  the  Columbus  and  Indianapolis  Central  Rail¬ 
way  Company  August  16,  1867,  and  filed  in  the  office  of  the 
secretary  of  state  of  Ohio  September  10,  1867,  and  of  Indiana 
September  11,  1867.  The  first  election  for  directors  was  held 
September  11,  1867,  and  the  organization  was  perfected  the  same 
date. 

The  company  was  consolidated  with  the  Chicago  and  Great 
Eastern  Railway  Company  February  12,  1868,  under  the  name 
of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  consolidation  was 
$9,000,000,  consisting  of  180,000  shares  of  $50  each.  About  $3,- 
874,950  was  issued.  In  the  consolidation  of  the  company  into 
the  Columbus,  Chicago  and  Indiana  Central  Railway  Company 
the  stockholders  of  the  Columbus  and  Indiana  Central  Railway 
Company  were  entitled  to  an  equal  amount  of  the  capital  stock 
of  the  consolidated  company  and  an  increase  in  addition  thereto 
of  $2,000,000  of  the  capital  stock  of  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company  to  be  distributed  among  them 
pro  rata. 

MORTGAGES  AND  BONDS. 

The  Columbus  and  Indiana  Central  Railway  Company  exe¬ 
cuted  no  mortgage  on  its  railway. 

Income  bonds.  The  articles  of  consolidation  provided  for  the 
issue  of  income  bonds  for  the  50  per  cent,  increase  allowed  the 
stockholders  of  the  Columbus  and  Indianapolis  Central  Railway 
Company,  in  accordance  with  which  $1,300,000  of  $1,000  each, 
and  $119,000  of  $500  each,  were  issued,  dated  September  11, 
1867,  payable  September  1,  1877,  bearing  7  per  cent,  interest. 
They  were  not  secured  by  mortgage.  '  They  were  convertible  into 
capital  stock  of  the  company  and  holders  were  entitled  to  one  vote 
for  every  $50  of  the  par  amount  of  their  bonds.  The  articles  of 
consolidation  forming  the  Columbus,  Chicago  and  Indiana  Cen¬ 
tral  Railway  Company  provided  that  holders  of  these  income 
bonds,  or  those  entitled  to  receive  them  at  their  option,  should 


64  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

not  be  entitled  to  any  part  of  the  increase  of  the  $2,000,000  to  be 
allowed  the  stockholders  of  the  Columbus  and  Indiana  Central 
Railway  Company,  unless  they  should  convert  their  bonds  into 
stock,  or  declare  their  intention  to  do  so  in  writing  within  90 
days  after  the  ratification  of  the  articles  of  consolidation  by  the 
Columbus  and  Indiana  Central  Railway  Company.  The  Jeffer¬ 
sonville,  Madison  and  Indianapolis  Railroad  Company  received 
$22,000  of  these  bonds,  numbered  from  1226  to  1247  inclusive, 
in  payment  of  a  debt,  endorsed,  and  afterwards  paid  by  them. 
There  were  $156,000  of  the  $1,000  bonds  and  $20,000  of  the  $500 
bonds  exchanged  for  capital  stock,  total  $176,000.  Default  was 
made  in  the  payment  of  interest  on  these  bonds  March  1,  1871, 
and  the  board  of  directors  of  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company,  at  a  meeting  held  May  22,  1872,  or¬ 
dered  them  to  be  exchanged  for  second  mortgage  bonds  of  the 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  and 
$1,093,000  of  the  $1,000  bonds,  and  $92,000  of  the  $500  bonds 
were  so  exchanged.  Coupon  scrip  of  the  Columbus,  Chicago 
and  Indiana  Central  Railway  Company,  bearing  7  per  cent,  in¬ 
terest  was  issued  for  the  unpaid  coupons. 

The  second  mortgage  bonds  of  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company  into  which  these  bonds  were 
authorized  to  be  converted,  were  on  the  reorganization  of  that 
company,  made  convertible  into  capital  stock  of  the  Chicago,  St. 
Louis  and  Pittsburgh  Railroad  Company  at  the  rate  of  $1,250  of 
preferred  stock  and  $250  of  common  stock  for  each  bond  and 
the  accumulated  interest  thereon  upon  payment  of  10  per  cent, 
in  cash  on  the  par  value  of  the  bonds.  The  executive  committee 
of  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 
December  24,  1884,  authorized  the  conversion  of  $5,000  of  the 
$1,000  bonds,  and  on  January  3,  1885,  of  $22,000  more  of  them 
into  capital  stock  of  the  company  the  same  as  if  they  had  been 
exchanged  for  second  mortgage  bonds  of  the  Columbus,  Chi¬ 
cago  and  Indiana  Central  Railway  Company. 

CHICAGO  AND  GREAT  EASTERN  RAILWAY 

COMPANY. 

The  Chicago  and  Great  Eastern  Railway  Company  (No.  4) 
was  formed  by  the  consolidation  of  Chicago  and  Great  Eastern 
Railway  Company  (No.  3)  and  the  Cincinnati  and  Chicago  Air 
Line  Railroad  Company. 


CORPORATE  HISTORY. 


65 


The  Chicago  and  Great  Eastern  Railway  Company  (No.  3) 
was  formed  by  the  consolidation  of  the  Chicago  and  Great 
Eastern  Railway  Company  (No.  2)  and  the  Chicago  and  Cin¬ 
cinnati  Railroad  Company.  The  Chicago  and  Great  Eastern 
Railway  Company  (No.  2)  was  formed  by  the  consolidation  of 
the  Chicago  and  Great  Eastern  Railway  Company  (No.  1)  and 
the  Galena  and  Illinois  River  Railroad  Company. 

The  history  of  this  company  begins  with  the  Galena  and 
Illinois  River  Railroad  Company. 


GALENA  AND  ILLINOIS  RIVER  RAILROAD 

COMPANY.1 

The  Galena  and  Illinois  River  Railroad  Company  was  incor¬ 
porated  by  special  act  of  the  Illinois  legislature,  approved  Feb¬ 
ruary  18,  1857,  to  construct  a  railroad  from  Galena,  in  Joe 
Daviess  county,  to  a  point  to  be  afterward  located  in  township 
number  35  (Bloom  township,  Chicago,  Cook  county,  Illinois), 
east  of  range  number  thirteen  of  the  third  principal  meridian. 
A  line  of  road  was  located  by  the  company  from  Galena,  Illinois, 
to  a  point  on  the  boundary  line  between  Illinois  and  Indiana. 
By  an  instrument  dated  September  11,  1863,  Edward  H.  Beebe, 
M.  Y.  Johnson,  L.  C.  McKenney  and  C.  B.  Denio,  the  corpora¬ 
tors  named  in  the  act  of  February  18,  1857,  assigned  the  charter 
to  Joseph  E.  Young,  president  of  the  Chicago  and  Great  Eastern 
Railway  Company  and  authorized  and  empowered  him  to  open 
books  of  subscription  to  the  capital  stock  of  the  company. 

The  company  did  not  complete  any  part  of  the  road  ready  for 
operation. 

It  was  consolidated  October  30,  1863,  with  the  Chicago  and 
Great  Eastern  Railway  Company  (No.  1)  under  the  name  of  the 
Chicago  and  Great  Eastern  Railway  Company  (No.  2). 

In  accordance  with  the  decree  of  sale  of  the  Columbus,  Chi¬ 
cago  and  Indiana  Central  Railway  by  the  United  States  circuit 
court  for  the  northern  district  of  Illinois  November  15,  1882, 
the  deed  of  conveyance  of  the  railroad  to  the  Chicago,  St.  Louis 
and  Pittsburgh  Railroad  Company  excepted  any  right  of  way, 
easement,  franchises,  power  or  corporate  right  to  build  a  railway 
from  Chicago  to  Galena  or  to  any  other  place  westward  of  Chi- 


5 


1  See  page  595. 


66  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

cago  possessed  and  owned  by  the  Columbus,  Chicago  and  In¬ 
diana  Central  Railway  Company  or  granted  to  them  or  to  the 
Chicago  and  Great  Eastern  Railway  Company  or  to  any  persons 
or  body  corporate  of  whom  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company  was  the  successor  or  assignee  on  or 
before  February  20,  1868. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  act  of  February  18,  1857, 
was  $1,000,000,  in  shares  of  $100  each,  which  might  be  increased 
to  any  amount  not  exceeding  the  actual  cost  of  constructing  and 
equipping  the  road.  The  amount  issued  was  $53,000  which  was 
convertible  by  the  terms  of  the  articles  of  consolidation  into  the 
capital  stock  of  the  Chicago  and  Great  Eastern  Railway  Company 
(No.  2)  share  for  share. 

MORTGAGES  AND  BONDS. 

This  company  created  no  mortgage  debt. 

CHICAGO  AND  GREAT  EASTERN  RAILWAY  COM¬ 
PANY  (No.  i).1 

The  Chicago  and  Great  Eastern  Railway  Company  (No.  1) 
filed  articles  of  association  dated  June  15,  1863,  in  the  office  of 
the  secretary  of  state  of  Indiana  June  19,  1863,  under  the  general 
railroad  laws  of  that  state,  for  the  purpose  of  constructing  a  rail¬ 
road  from  Logansport  through  Cass,  Pulaski,  Stark,  La  Porte, 
Porter  and  Lake  counties  to  the  eastern  boundary  line  of  the 
state  of  Illinois. 

The  company  was  organized  June  19,.  1863. 

No  portion  of  the  road  was  opened  for  operation  by  this  com¬ 
pany. 

The  company  was  consolidated  October  30,  1863,  with  the 
Galena  and  Illinois  River  Railroad  Company  under  the  name 
of  the  Chicago  and  Great  Eastern  Railway  Company  (No.  2). 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  articles  of  association  was 
$1,200,000  in  shares  of  $100  each  with  the  privilege  of  increasing 


1  See  page  600. 


CORPORATE  HISTORY. 


67 


it  in  accordance  with  the  general  law  of  Indiana  of  May  n,  1852. 
The  amount  issued  was  $95,500  which,  in  accordance  with  the 
terms  of  the  articles  of  consolidation  forming  the  Chicago  and 
Great  Eastern  Railway  Company  (No.  2),  was  convertible  into 
capital  stock  of  that  company  share  for  share. 

MORTGAGES  AND  BONDS. 

No  mortgage  debt  was  created  by  this  company. 

CHICAGO  AND  GREAT  EASTERN  RAILWAY 

COMPANY  (No.  2).1 

The  Chicago  and  Great  Eastern  Railway  Company  (No.  2) 
was  formed  by  the  consolidation  of  the  Galena  and  Illinois  River 
Railroad  Company  and  the  Chicago  and  Great  Eastern  Railway 
Company  (No.  1). 

Articles  of  consolidation  were  executed  by  the  presidents  and 
secretaries  and  ratified  by  the  stockholders  of  the  two  companies 
October  30,  1863,  and  filed  in  the  office  of  the  secretary  of  state 
of  Indiana  October  30,  1863,  and  of  Illinois  November  2,  1863. 
The  first  election  for  directors  was  held  October  30,  1863,  and  the 
organization  was  perfected  the  same  date.  The  special  act  of  the 
Illinois  legislature  approved  February  16,  1865,  authorized  the 
number  of  directors  to  be  increased  to  thirteen  and  authorized 
meetings  to  be  held  out  of  the  state.  It  related  to  the  speed  of 
trains  within  the  limits  of  Chicago,  and  declared  that  the  road 
should  be  subject  to  all  general  laws  regulating  the  rates  of  tariff 
on  freight  and  passengers  of  railroad  companies  that  might  there¬ 
after  be  passed  by  the  Illinois  legislature. 

A  contract  for  the  construction  of  the  road  from  Chicago  to 
La  Crosse  was  entered  into  in  1863,  and  the  road  was  opened  for 
operation  in  March,  1865. 

The  company  was  consolidated  with  the  Chicago  and  Cincin¬ 
nati  Railroad  Company  January  25,  1865,  under  the  name  of  the 
Chicago  and  Great  Eastern  Railway  Company  (No.  3). 

CAPITAL  STOCK. 

The  capital  stock  issued  was  about  $705400,  in  snares  of  $100 
each.  In  fixing  the  basis  for  consolidating  the  capital  stock  of 


1  See  page  600. 


68  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  company  with  the  capital  stock  of  the  Chicago  and  Cincin¬ 
nati  Railroad  Company  the  roads  of  the  two  companies  were 
estimated  as  of  equal  value  per  mile,  the  road  of  the  Chicago  and 
Great  Eastern  Railway  Company  being  70  miles  in  length  and 
the  Chicago  and  Cincinnati  Railroad  Company  45  miles  in  length, 
or  a  total  of  1 1 5  miles,  and  the  stockholders  of  the  Chicago 
and  Great  Eastern  Railway  Company  were  entitled  to  receive 
7o/ii5ths  of  the  capital  stock  of  the  Chicago  and  Great  Eastern 
Railway  Company  (No.  3). 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  November  10,  1863,  to  Frederick  Schuch- 
ardt  and  Henry  Morgan,  trustees,  securing  $2,000,000  bonds  of 
$1,000  each,  dated  November  10,  1863,  payable  October  1,  1893, 
bearing  7  per  cent,  interest,  all  of  which  were  issued.  This 
mortgage  covered  the  line  between  Chicago  and  Logansport, 
and  $1,100,000  of  the  bonds  were  to  be  used  in  constructing 
and  equipping  the  road  from  Chicago  to  La  Crosse,  and  $900,- 
000  for  the  construction  and  equipment  of  the  line  from  La 
Crosse  to  Logansport,  or  in  case  of  the  purchase  and  consolida¬ 
tion  with  the  Chicago  and  Cincinnati  Railroad  the  lien  of  the 
mortgage  was  to  extend  over  that  railroad.  There  were  $234,- 
000  of  these  bonds  exchanged  for  bonds  of  the  Chicago  and  Great 
Eastern  Railway  Company  (No.  4)  dated  April  1,  1865,  and 
$1,556,000  for  Columbus,  Chicago  and  Indiana  Central  Railway 
Company’s  first  mortgage  bonds.  The  remainder  were  taken  up 
by  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 
the  last  of  them  being  retired  in  1893.  The  Chicago  and  Great 
Eastern  Railway  Company  (No.  4)  executed  a  mortgage  supple¬ 
mentary  to  this  mortgage  February  24,  1865,  further  conveying 
and  assuring  unto  the  trustees  the  railroad  formerly  of  the  Chi¬ 
cago  and  Cincinnati  Railroad  Company  between  Logansport  and 
Valparaiso. 

Income  bonds  not  secured  by  mortgage  were  authorized  to  the 
amount  of  $300,000,  of  which  there  were  issued  $150,000  dated 
July  1,  1863,  redeemable  January  1,  1884,  bearing  7  per  cent, 
interest.  The  interest  was  payable  out  of  the  net  profits  before 
dividends  to  stockholders.  There  were  $140,950  exchanged  for 
capital  stock  of  the  Columbus,  Chicago  and  Indiana  Central  Rail¬ 
way  Company  ($150  of  stock  for  $100  of  bonds).  There  were 
$6,250  outstanding  January  1,  1898. 


CORPORATE  HISTORY. 


69 


CHICAGO  AND  GREAT  EASTERN  RAILWAY  COM¬ 
PANY  (No.  3).1 

The  Chicago  and  Great  Eastern  Railway  Company  (No.  3)  was 
formed  by  the  consolidation  of  the  Chicago  and  Cincinnati  Rail¬ 
road  Company  and  the  Chicago  and  Great  Eastern  Railway 
Company  (No.  2).  Articles  of  consolidation  were  executed  Jan¬ 
uary  25,  1865,  ratified  by  the  stockholders  of  the  two  companies 
the  same  date,  and  filed  in  the  office  of  the  secretary  of  state  of 
Illinois  May  15,  1865,  and  of  Indiana  July  1,  1867.  The  first 
election  for  directors  was  held  January  25,  1865,  and  the  organi¬ 
zation  completed  the  same  date.  By  joint  deed  dated  January 
25,  1865,  the  Chicago  and  Great  Eastern  Railway  Company  (No. 
2)  and  the  Chicago  and  Cincinnati  Railroad  Company  each  con¬ 
veyed  its  railroad,  properties,  franchises,  etc.,  to  the  Chicago  and 
Great  Eastern  Railway  Company  (No.  3).  . 

On  the  same  date,  January  25,  1865,  the  Chicago  and  Great 
Eastern  Railway  Company  (No.  3)  was  'consolidated  with  the 
Cincinnati  and  Chicago  Air  Line  Railroad  Company  under  the 
name  of  the  Chicago  and  Great  Eastern  Railway  Company  (No. 

4). 

CAPITAL  STOCK. 

The  capital  stock  authorized  to  be  issued  was  fixed  by  the 
stockholders  January  25,  1865,  at  $2,263,900,  all  of  which  was 
issued.  The  stockholders  were  entitled  to  receive  an  equal 
amount  of  stock  of  the  Chicago  and  Great  Eastern  Railway  Com¬ 
pany  (No.  4). 

The  company  created  no  mortgage  debt. 

CHICAGO  AND  CINCINNATI  RAILROAD  COMPANY.2 

The  Chicago  and  Cincinnati  Railroad  Company  filed  articles 
of  incorporation,  dated  September  12,  1857,  in  the  office  of  the 
secretary  of  state  of  Indiana,  September  25,  1857,  under  the  gen¬ 
eral  law  of  Indiana  of  May  11,  1852,  for  the  purpose  of  construct¬ 
ing  a  railroad  from  a  point  on  the  Cincinnati  and  Chicago  Rail¬ 
road  about  2,000  feet  south  of  the  Wabash  river  and  near  Logans- 
port  to  a  point  on  the  Pittsburgh,  Fort  Wayne  and  Chicago 
Railroad  at  or  near  Valparaiso  in  Porter  county. 


1  See  page  610. 


2  See  page  614. 


7 O  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Work  was  commenced  on  the  road  in  August,  1858,  and  it  was 
opened  for  operation  in  1861,  connection  being  made  with  the 
Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  at  Valparaiso  for 
Chicago. 

A  contract  for  the  consolidation  of  the  rolling  stock,  machinery, 
etc.,  and  joint  operation  and  division  of  earnings,  was  entered  into 
with  the  Cincinnati  and  Chicago  Air  Line  Railroad  Company 
June  19,  1862,  taking  effect  July  1,  1862,  to  continue  in  force 
until  December  31,  1870,  and  terminable  by  either  party  upon 
six  months’  written  notice. 

The  company  was  consolidated  with  the  Chicago  and  Great 
Eastern  Railway  Company  (No.  2)  under  the  name  of  the  Chi¬ 
cago  and  Great  Eastern  Railway  Company  (No.  3)  January  25, 
1865.  This  gave  the  road  an  independent  line  into  Chicago,  in 
consequence  of  which  the  track  from  Valparaiso  to  La  Crosse  was 
taken  up  in  March,  1865. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  association  was 
$100,000,  in  shares  of  $100  each:  A  certificate  of  an  increase  of 
capital  stock  to  $1,000,000  was  filed  in  the  office  of  the  secretary 
of  state  of  Indiana  February  1,  1859. 

There  was  issued  about  $783,000  stock. 

The  stockholders  of  the  Chicago  and  Cincinnati  Railroad  Com¬ 
pany  were  entitled  to  receive  45/ii5ths  of  the  entire  capital  stock 
of  the  Chicago  and  Great  Eastern  Railway  Company  (No.  3),  to 
be  distributed  among  them  pro  rata,  in  accordance  with  the 
articles  of  consolidation  forming  that  company. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  October  1,  1857,  to  F.  C.  Gebhard  and 
Nathaniel  Marsh,  trustees,  securing  $1,500,000  bonds,  $1,000,- 
000  of  which,  numbered  from  1  to  1,000,  were  for  $1,000  each, 
$400,000,  numbered  from  1,001  to  1,800,  for  $500  each,  and  $100,- 
000,  numbered  from  1,801  to  2,300,  for  $200  each,  all  payable 
October  1,  1887,  and  bearing  7  per  cent,  interest.  All  of 
which  were  issued,  some  of  them  being  used  as  collateral  security 
for  the  payment  of  promissory  notes  of  the  company.  The 
holders  of  the  bonds  executed  a  written  agreement  January 
7,  1865,  to  surrender  them  and  receive  65  per  cent,  of  their 


CORPORATE  HISTORY. 


7 1 


value  in  bonds  of  the  Chicago  and  Great  Eastern  Railway 
Company  (No.  2),  dated  November  10,  1863,  bearing  inter¬ 
est  from  April  1,  1865,  and  to  relinquish  all  claims  for  past 
due  and  unpaid  coupons.  An  agreement  was  also  entered 
into  January  7,  1865,  with  the  holders  of  the  promissory  notes 
secured  by  a  pledge  of  the  first  mortgage  bonds  as  collateral  to 
surrender  the  notes  and  the  bonds  pledged  as  security  and  to 
receive  for  the  principal  and  interest  of  the  notes  bonds  of  the 
Chicago  and  Great  Eastern  Railway  Company  of  the  $2,000,000 
issue  dated  November  10,  1863,  payable  October  1,  1893,  bearing 
interest  from  April  1,  1865. 

In  the  case  of  J.  R.  Planten  vs.  The  Chicago  and  Cincinnati 
Railroad  Company  and  the  Chicago,  St.  Louis  and  Pittsburgh 
Railroad  Company,  a  decree  was  rendered  August  20,  1890,  by 
the  United  States  circuit  court  for  the  district  of  Indiana,  for¬ 
ever  barring  the  outstanding  bonds  issued  under  this  mortgage 
which  had  not  been  presented  and  filed  in  the  court  on  or  before 
August  15,  1890,  and  declaring  the  mortgage  to  be  satisfied  and 
discharged  as  a  lien  and  incumbrance  upon  the  property  therein 
described.  This  release  of  the  mortgage  was  recorded  in  1890 
in  the  several  counties. 

CHICAGO  AND  GREAT  EASTERN  RAILWAY 

COMPANY  (No.  4).1 

The  Chicago  and  Great  Eastern  Railway  Company  (No.  4)  was 
formed  by  the  consolidation  of  the  Chicago  and  Great  Eastern 
Railway  Company  (No.  3)  and  the  Cincinnati  and  Chicago  Air 
Line  Railroad  Company. 

Articles  of  consolidation  were  entered  into  January  25,  1865, 
ratified  by  the  stockholders  of  both  companies  the  same  date,  and 
filed  in  the  office  of  the  secretary  of  sjtate  of  Illinois  May  15,  1865. 

The  first  election  for  directors  was  held  January  25,  1865,  and 
the  organization  perfected  January  30,  1865. 

By  joint  deed  dated  January  25,  1865,  the  Chicago  and  Great 
Eastern  Railway  Company  (No.  3)  and  the  Cincinnati  and  Chi¬ 
cago  Air  Line  Railroad  Company  each  conveyed  to  the  consoli¬ 
dated  company  its  railroad,  franchises,  etc. 

The  company  was  consolidated  with  the  Columbus  and  In- 


1  See  page  624 


72  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

diana  Central  Railway  Company  February  12,  1868,  under  the 
name  of  the  Columbus,  Chicago  and  Indiana  Central  Railway 
Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  articles  of  consolidation 
was  $4,390,000  in  shares  of  $100  each,  all  of  which  was  issued. 
Stockholders  were  entitled  to  an  equal  amount  of  the  capital  stock 
of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Company. 

MORTGAGES  AND  BONDS. 

As  above  mentioned,  the  Chicago  and  Great  Eastern  Railway 
Company  (No.  4)  executed  a  mortgage  to  Frederick  Schuchardt 
and  Henry  Morgan  February  24,  1865,  supplementary  to  the 
mortgage  of  the  Chicago  and  Great  Eastern  Railway  Company 
(No.  2),  dated  November  10,  1863,  for  the  purpose  of  more 
effectually  vesting  in  them  the  title  to  the  railroad  and  property 
formerly  of  the  Chicago  and  Cincinnati  Railroad  Company.1 

Mortgage,  dated  April  1,  1865,  to  George  N.  Titus  and  James 
D.  Fish,  trustees,  securing  $5,600,000  bonds  of  $1,000  each,  dated 
April  1,  1865,  payable  April  1,  1895,  bearing  7  per  cent,  interest. 
Of  these  bonds  $1,947,000  were  to  be  used  to  retire  Cincinnati 
and  Chicago  Air  Line  Railroad  Company’s  bonds,  $2,000,000  to 
take  up  bonds  of  the  Chicago  and  Great  Eastern  Railway  Com¬ 
pany  (No.  2),  $300,000  to  retire  bonds  of  the  New  Castle  and 
Richmond  Railroad  Company,  and  $1,353,000  for  improvements. 
There  were  $2,289,000  issued,  of  which  $2,063,000  were  exchanged 
for  first  mortgage  bonds  of  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company,  and  $226,000  paid  in  cash,  the  last  of 
them  being  paid  at  maturity. 

Supplementary  mortgage,  dated  December  31,  1866,  to  George 
N.  Titus  and  James  D.  Fish  trustees,  supplementary  to  mortgage 
of  April  1,  1865.  This  mortgage  was  executed  for  the  purpose  of 
more  effectually  vesting  the  property  and  premises  in  the  trustees 
and  also  of  conveying  property  acquired  subsequent  to  the  date 
of  that  mortgage. 

Mortgage,  dated  January  1,  1867,  to  James  W.  Elwell  and 
Lawrence  Wells,  trustees,  securing  $2,000,000  “  Construction  and 
Equipment  "  bonds,  dated  January  1,  1867,  payable  January  1, 
1880,  bearing  7  per  cent,  interest,  $1,830,000  of  which,  numbered 
from  1  to  1,830  inclusive,  were  for  $1,000  each,  $150,000  num¬ 
bered  from  1,831  to  2,130  inclusive  for  $500  each,  and  $20,000 


CORPORATE  HISTORY. 


73 


numbered  from  2,131  to  2,330  inclusive,  for  $100  each.  There 
were  $386,400  issued,  of  which  $45,000  were  exchanged  for  sec¬ 
ond  mortgage  bonds  of  the  Columbus,  Chicago  and  Indiana  Cen¬ 
tral  Railway  Company  and  the  remainder  paid  and  cancelled, 
except  $700,  outstanding  January  1,  1898. 

Construction  and  equipment  bond  scrip  was  issued  in  various 
denominations,  the  last  of  which  was  retired  in  August,  1888. 


CINCINNATI  AND  CHICAGO  AIR  LINE  RAILROAD 

COMPANY. 

The  Cincinnati  and  Chicago  Air  Line  Railroad  Company  was 
formed  by  the  reorganization  of  the  Cincinnati  and  Chicago  Rail¬ 
road  Company  (No.  2),  which  was  formed  by  the  consolidation  of 
the  Cincinnati,  Logansport  and  Chicago  Railway  Company  and 
the  Cincinnati  and  Chicago  Railroad  Company  (No.  1).  The 
Cincinnati,  Logansport  and  Chicago  Railroad  Company  was  the 
successor  by  change  of  name  of  the  New  Castle  and  Richmond 
Railroad  Company.  The  Cincinnati  and  Chicago  Railroad  Com¬ 
pany  (No.  1)  was  formed  by  the  consolidation  of  the  Cincinnati, 
Cambridge  and  Chicago  Short  Line  Railway  Company  and  the 
Cincinnati,  New  Castle  and  Michigan  Railroad  Company. 

NEW  CASTLE  AND  RICHMOND  RAILROAD 

COMPANY.1 

The  New  Castle  and  Richmond  Railroad  Company  was  incor¬ 
porated  by  special  act  of  the  Indiana  legislature  approved  Feb¬ 
ruary  16,  1848,  to  construct  a  railroad  from  New  Castle,  Indiana, 
via  Hagerstown  and  Washington,  to  Richmond,  Indiana. 

The  first  election  for  directors  was  held  November  2,  1850,  and 
the  organization  was  perfected  November  11,  1850. 

By  special  act  of  the  Indiana  legislature,  which  became  a  law 
January  24,  1851,  the  company  was  authorized  to  extend  its  rail¬ 
road  from  New  Castle  to  intersect  with  the  Peru  and  Indianapolis 
Railroad,  or  Lafayette  and  Indianapolis  Railroad,  at  such  points 
on  those  roads  as  the  New  Castle  and  Richmond  Railroad  Com¬ 
pany  might  determine.  It  was  originally  the  intention  of  the 


1  See  page  538. 


74  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


company  to  extend  the  road  to  Lafayette,  via  Logansport,  but  it 
was  located  only  as  far  as  Logansport. 

Work  was  commenced  in  1851,  and  the  road  opened  for  opera¬ 
tion  from  New  Castle  to  Richmond  in  December,  1853.  The 
extension  to  Logansport  was  not  opened  until  1857. 

By  resolution  of  the  board  of  directors  of  February  26,  1853, 
the  name  of  the  company  was  changed  to  Cincinnati,  Logansport 
and  Chicago  Railway  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  act  of  February  16,  1848, 
was  $250,000,  in  shares  of  $50  each,  with  authority  to  increase  it 
to  any  amount  desirable  for  completing  the  road. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  February  25,  1852,  to  Joseph  B.  Varnum 
and  George  Carlisle,  trustees,  covering  the  railroad  between  Rich¬ 
mond  and  New  Castle,  securing  $300,000  bonds  of  $1,000  each, 
dated  February  25,  1852,  payable  February  25,  1867,  bearing  7 
per  cent,  interest,  all  of  which  were  issued.  The  Cincinnati  and 
Chicago  Railroad  was  sold  subject  to  the  lien  of  this  mortgage, 
and  the  reorganized  company,  the  Cincinnati  and  Chicago  Air 
Line  Railroad  Company,  and  its  successors,  were  unable  to  re¬ 
tire  the  bonds  by  exchanging  them  for  their  new  bonds.  De¬ 
fault  having  been  made  in  the  payment  of  interest,  foreclosure 
proceedings  were  commenced  in  November  1864,  by  James 
Pullan,  successor  to  Joseph  B.  Varnum  and  George  Carlisle,  as 
trustee,  in  the  United  States  circuit  court  for  the  district  of 
Indiana.  A  decree  was  rendered  July  30,  1874,  whereby  it  was 
adjudged  that  there  remained  $932,500.44,  principal  and  interest 
due  and  unpaid,  and  ordering  the  road  to  be  sold  in  default  of 
payment.  The  case  was  taken  to  the  Supreme  Court  of  the 
United  States,  but  by  consent  of  the  parties  it  was  dismissed 
March  6,  1883,  and  the  controversy  settled  out  of  court.1 

On  December  1,  1851,  the  board  of  directors  authorized  an  issue 
of  $50,000  domestic  bonds  in  denominations  of  not  less  than 
$100  each,  redeemable  in  3  years,  bearing  10  per  cent,  interest, 
of  which  about  $10,933  were  issued.  They  were  not  secured. by 
mortgage. 

1  These  bonds  were  found  on  file  with  the  records  of  this  case  in  the 
office  of  the  clerk  of  the  United  States  Circuit  Court  at  Indianapolis,  in 
January,  1899,  and  steps  are  being  taken  to  secure  their  destruction. 


CORPORATE  HISTORY. 


75 


CINCINNATI,  LOGANSPORT  AND  CHICAGO  RAIL¬ 
WAY  COMPANY.1 

The  Cincinnati,  Logansport  and  Chicago  Railway  Company 
was  the  successor  by  change  of  name  of  the  New  Castle  and 
Richmond  Railroad  Company,  by  resolution  of  the  board  of  direc¬ 
tors  of  the  latter  company  February  26,  1853,  adopted  under  the 
authority  of  the  general  law  of  Indiana  of  February  22,  1853. 

The  company  did  considerable  work  on  the  uncompleted  por¬ 
tion  of  road  between  New  Castle  and  Logansport,  but  did  not 
open  it  for  operation.  The  company  was  consolidated  with  the 
Cincinnati  and  Chicago  Railroad  Company  (No.  1)  under  the 
name  of  the  Cincinnati  and  Chicago  Railroad  Company  August 
3L  1  854- 

capital  STOCK. 

The  capital  stock  authorized  by  the  act  of  February  16,  1848, 
incorporating  the  New  Castle  and  Richmond  Railroad  Company 
was  $250,000,  with  authority  to  increase  it  at  any  time  to  any 
amount  desirable  for  completing  the  road.  The  amount  issued 
was  about  $700,000.  Stockholders  were  entitled  to  receive  an 
equal  amount  of  stock  of  the  Cincinnati  and  Chicago  Railroad 
Company  (No.  2). 

MORTGAGES  AND  BONDS. 

First  mortgage,  covering  the  railroad  from  Richmond  to  Lo¬ 
gansport,  dated  April  1,  1853,  to  George  Washington  Riggs, 
Jr.,  George  Alfred  Hamilton  and  George  Carlisle,  trustees,  secur¬ 
ing  £300,000  bonds  dated  April  1,  1853  payable  May  1,  1883, 
bearing  6  per  cent,  interest,  of  which  £45,000,  numbered  from  1 
to  200  inclusive,  were  for  £225  each,  and  £205,000,  numbered 
from  201  to  610  for  £500  each.  The  remaining  £50,000  were  to 
be  issued  at  some  future  time  and  were  to  be  either  sterling  or 
dollar  bonds,  the  dollar  bond  to  be  estimated  at  the  rate  of  $4.80 
to  the  pound.  There  were  issued  £250,000  of  the  sterling  bonds, 
equal  to  $1,200,000,  and  $240,000  of  the  dollar  bonds,  total  $1,- 
440,000.  The  road  was  sold  under  foreclosure  of  this  mortgage, 
as  shown  below.  Under  an  arrangement  among  the  bondhold¬ 
ers  they  surrendered  their  unpaid  coupons,  and  received  80  per 
cent,  of  the  par  value  of  their  bonds  in  first  mortgage  bonds  of 
the  Cincinnati  and  Chicago  Air  Line  Railroad  Company.  No 
written  agreement  for  reorganization  was  entered  into. 


1  See  page  546. 


j6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

On  November  19,  1853,  the  company  authorized  the  issue  of 
$300,000  income  bonds  payable  in  five  years,  and  on  April  7, 
1854,  of  $500,000  stock  bonds  payable  in  three  years,  both  issues 
to  bear  10  per  cent,  interest  and  to  be  convertible  into  capital 
stock.  There  were  issued  about  $30,000  of  both  classes  of  bonds. 


CINCINNATI,  CAMBRIDGE  AND  CHICAGO  SHORT 
LINE  RAILWAY  COMPANY.1 

This  company  filed  articles  of  association  dated  January  19, 
1853,  in  the  office  of  the  secretary  of  state  of  Indiana  January  20, 
1853,  under  the  general  law  of  the  state,  to  construct  a  railroad 
from  New  Castle  by  the  best  line  to  Cambridge  City,  thence  in  a 
southeasterly  direction  through  Wayne  and  Union  counties  in  a 
direction  leading  to  Cincinnati,  to  the  dividing  line  between  the 
states  of  Ohio  and  Indiana,  there  to  connect  with  the  Cincinnati 
Western  Railway. 

The  first  election  for  directors  was  held  January  19,  1853,  and 
the  organization  was  perfected  the  same  date. 

Some  work  was  done  on  the  road,  but  no  part  of  it  was  opened 
for  operation.  The  company  was  consolidated  with  the  Cincin¬ 
nati,  New  Castle  and  Michigan  Railroad  Company  April  12,  1854, 
under  the  name  of  the  Cincinnati  and  Chicago  Railroad  Company. 
The  railroad  of  this  company  forms  no  part  of  the  Pittsburgh, 
Cincinnati,  Chicago  and  St.  Louis  Railway. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  association  was 
$2,000,000  in  shares  of  $50  each,  of  which  about  $360,000  were 
issued.  Stockholders  were  entitled  to  an  equal  amount  of  the 
stock  of  the  Cincinnati  and  Chicago  Railroad  Company  (No.  1). 

MORTGAGES  AND  BONDS. 

The  company  executed  a  mortgage  July  1,  1853,  to  Charles  W. 
Rockwell,  to  secure  $500,000  bonds  payable  July  1,  1873,  and  a 
later  mortgage  to  Solomon  Meredith  and  John  McLean  October 
1,  1853,  to  secure  $100,000  real  estate  bonds.  Both  of  these 
mortgages  were  duly  recorded,  but  no  bonds  were  issued. 


1  See  page  551. 


CORPORATE  HISTORY. 


77 


CINCINNATI,  NEW  CASTLE  AND  MICHIGAN  RAIL¬ 
ROAD  COMPANY.1 

This  company  filed  articles  of  association  dated  April  9,  1853, 
in  the  office  of  the  secretary  of  state  of  Indiana  April  11,  1853, 
under  the  general  law  of  Indiana  of  May  11,  1852,  to  construct  a 
railroad  from  New  Castle,  connecting  there  with  the  Cincinnati, 
Cambridge  and  Chicago  Short  Line  Railway,  thence  in  a  north 
and  northwesterly  direction,  as  might  be  found  practicable  and 
convenient,  passing  through  the  counties  of  Henry,  Delaware, 
Grant,  Wabash,  Kosciusko,  Elkhart,  and  St.  Josephs,  to  the  state 
line  between  Indiana  and  Michigan,  in  a  direction  leading  to  the 
mouth  of  Grand  river  in  the  state  of  Michigan. 

The  company  located  the  road  from  New  Castle  to  Wabash, 
Indiana,  and  did  some  work  thereon,  but  opened  mo  part  of  it 
for  operation. 

The  company  was  consolidated  with  the  Cincinnati,  Cambridge 
and  Chicago  Short  Line  Railway  Company  April  12,  1854,  under 
the  name  of  the  Cincinnati  and  Chicago  Railroad  Company 
(No.  1). 

The  road  of  the  Cincinnati,  New  Castle  and  Michigan  Railroad 
Company  forms  no  part  of  the  present  line  of  the  Pittsburgh,  Cin¬ 
cinnati,  Chicago  and  St.  Louis  Railway  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  association  was 
$2,000,000,  in  shares  of  $50  each,  of  which  about  $380,000  was 
issued.  Stockholders  were  entitled  to  an  equal  amount  of  stock 
of  the  Cincinnati  and  Chicago  Railroad  Company  (No.  1). 

MORTGAGES  AND  BONDS. 

There  is  no  record  of  any  mortgage  executed  by  this  company 
covering  its  railroad. 

CINCINNATI  AND  CHICAGO  RAILROAD  COMPANY 

(No.  i).2 

The  Cincinnati  and  Chicago  Railroad  Company  (No.  1)  was 
formed  by  the  consolidation  of  the  Cincinnati,  Cambridge  and 
Chicago  Short  Line  Railway  Company  and  the  Cincinnati,  New 
Castle  and  Michigan  Railroad  Company  by  authority  of  the  gen¬ 
eral  law  of  Indiana. 


1  See  page  554. 


J  See  page  556. 


y8  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

A  joint  committee  appointed  by  the  boards  of  directors  of  the 
two  companies  agreed  upon  a  plan  of  consolidation  April  12,  1854, 
which  was  ratified  and  confirmed  by  the  board  of  directors  and 
stockholders  of  the  two  companies  the  same  date. 

A  certificate  of  the  organization  of  the  consolidated  company 
was  filed  in  the  office  of  the  secretary  of  state  of  Indiana  May  1, 
1854.  The  first  election  for  directors  was  held  April  12,  1854, 
and  the  organization  was  perfected  April  13,  1854. 

The  company  laid  no  iron  and  did  not  open  any  part  of  its  road 
for  operation.  No  part  of  the  road  of  this  company  is  comprised 
in  the  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway. 

The  company  was  consolidated  with  the  Cincinnati,  Logansport 
and  Chicago  Railway  Company  August  31,  1854,  under  the  name 
of  the  Cincinnati  and  Chicago  Railroad  Company  (No.  2). 

CAPITAL  STOCK. 

The  capital  stock  issued  was  about  $817,250.  Holders  were 
entitled  to  receive  an  equal  amount  of  stock  of  the  Cincinnati  and 
Chicago  Railroad  Company  (No.  2). 

MORTGAGES  AND  BONDS. 

This  company  executed  no  mortgage  covering  its  railroad. 
Two  issues  of  real  estate  bonds  secured  by  real  estate  apart  from 
the  right  of  way  and  railroad  of  the  company  were  made,  the  deeds 
of  trust  containing  a  provision  that  on  surrender  of  bonds  equal 
to  the  appraised  value  of  the  lands  the  trustees  were  to  make  a 
deed  to  the  bondholders.  Nearly  all  of  the  real  estate  bonds 
were  retired  in  this  manner. 


CINCINNATI  WESTERN  RAILROAD  COMPANY.1 

A  contract  was  entered  into  March  26,  1853,  between  the 
Cincinnati,  Cambridge  and  Chicago  Short  Line  Railway  Com¬ 
pany  and  the  Cincinnati  Western  Railroad  Company,  whereby  it 
was  agreed  that  the  amounts  derived  from  the  entire  capital  stock 
subscribed  to  both  companies  should  be  applied  to  the  construc¬ 
tion  of  the  whole  road  from  Cincinnati  to  New  Castle.  The  two 
companies  were  to  be  consolidated  as  soon  as  a  law  should  be 
passed  in  Ohio  permitting  it.  Both  companies  were  to  guarantee 
one  another’s  bonds  and  when  the  entire  line  was  completed  it 
was  to  be  operated  at  their  joint  expense. 


1  See  page  552. 


CORPORATE  HISTORY. 


79 


The  Cincinnati,  Cambridge  and  Chicago  Short  Line  Railway 
Company  at  a  meeting  April  6,  1853,  consented  to  two  issues  of 
bonds  by  the  Cincinnati  Western  Railroad  Company,  one  of 
$500,000  payable  in  ten  years,  of  which  they  were  to  guarantee 
the  payment  of  the  principal  and  interest,  and  the  other  of 
$600,000  payable  in  twenty  years,  to  secure  which  the  Cincinnati, 
Cambridge  and  Chicago  Short  Line  Railway  Company  was  to 
execute  a  mortgage  covering  its  railroad.  These  bonds  were 
not  issued. 

The  Cincinnati  and  Chicago  Railroad  Company  (No.  1)  and 
the  Cincinnati  and  Chicago  Railroad  Company  (i\o.  2)  both  as¬ 
sumed  the  agreement  of  March  26,  1853,  with  the  Cincinnati  Wes¬ 
tern  Railroad  Company. 

No  articles  of  consolidation  were  entered  into  by  the  Cincinnati, 
Cambridge  and  Chicago  Short  Line  Railway  Company  or  by  the 
Cincinnati  and  Chicago  Railroad  Company  with  the  Cincinnati 
Western  Railroad  Company,  but  the  articles  of  consolidation  be¬ 
tween  the  Cincinnati  and  Chicago  Railroad  Company  (No.  1)  and 
the  Cincinnati,  Logansport  and  Chicago  Railway  Company  under 
the  name  of  the  Cincinnati  and  Chicago  Railroad  Company  (No. 
2)  stipulated  that  any  of  the  stock  of  the  Cincinnati  and  Chicago 
Railroad  Company  of  Ohio,  to  which,  the  name  of  the  Cincinnati 
Western  Railroad  Company  had  been  changed,  could  be  ex¬ 
changed  for  an  equal  amount  of  the  stock  of  the  Cincinnati  and 
Chicago  Railroad  Company  (No.  2).  Neither  the  Cincinnati 
Western  Railroad  Company  nor  the  Cincinnati  and  Chicago  Rail¬ 
road  of  Ohio  accomplished  any  material  work  on  the  road  and 
no  part  of  it  was  opened  for  operation.  The  railroad  of  this 
company,  if  any  was  ever  built,  forms  no  part  of  the  Pittsburgh, 
Cincinnati,  Chicago  and  St.  Louis  Railway. 


CINCINNATI  AND  CHICAGO  RAILROAD  COMPANY 

(No.  2).1 

The  Cincinnati  and  Chicago  Railroad  Company  (No.  2)  was 
formed  by  the  consolidation  of  the  Cincinnati  and  Chicago  Rail¬ 
road  Company  (No.  1)  and  the  Cincinnati,  Logansport  and  Chi¬ 
cago  Railway  Company.  Articles  of  consolidation  were  entered 
into  by  committees  on  behalf  of  the  two  companies  August  31, 


1  See  page  559. 


So  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

* 

1854,  ratified  by  the  stockholders  the  same  date,  and  filed  in  the 
office  of  the  secretary  of  state  of  Indiana  October  10,  1854. 

The  first  election  for  directors  occurred  August  31,  1854,  and 
the  organization  was  perfected  the  same  date. 

The  company  leased  and  conveyed  its  railroad  from  Richmond 
to  the  south  bank  of  the  Wabash  river  to  John  W.  Wright  and 
Company,  October  16,  1856,  who  agreed  to  lay  the  balance 
of  the  iron  between  Anderson  and  Kokomo  and  complete  the  road 
ready  for  operation  April  1,  1857,  and  pay  the  interest  accruing 
after  January  1,  1857,  on  all  mortgage  bonds  of  the  company. 
They  were  to  have  control  of  the  road  for  five  years  from  Jan¬ 
uary  1,  1857,  and  until  they  should  be  reimbursed  for  the  moneys 
expended  by  them,  and  at  the  end  of  five  years  from  the  comple¬ 
tion  of  the  road  were  to  receive  $500,000  with  interest  at  6  per 
cent.  The  road  was  opened  for  operation  from  Richmond  to  the 
south  bank  of  the  Wabash  river  opposite  Logansport  July  4,  1857, 
the  time  for  its  completion  having  been  subsequently  extended 
by  the  company.  The  bridge  over  the  Wabash  river  was  built 
and  the  connection  with  the  Chicago  and  Cincinnati  Railroad 
was  afterwards  made  by  the  Cincinnati  and  Chicago  Air  Line 
Railroad  Company. 

The  lease  was  assigned  by  J.  W.  Wright  and  Company  to  Wil¬ 
liam  D.  Judson  and  George  B.  Ripley,  and  was  afterwards  pro¬ 
nounced  by  the  United  States  circuit  court  for  the  district  of 
Indiana  void  for  want  of  authority  in  the  company  to  execute  it. 
A  receiver  was  appointed  by  the  United  States  circuit  court  for 
the  district  of  Indiana  in  1858. 

In  1858  proceedings  were  instituted  in  the  United  States  circuit 
court  to  foreclose  the  mortgage  executed  by  the  Cincinnati, 
Logansport  and  Chicago  Railway  Company  April  1,  1853,  to 
Riggs,  Hamilton  and  Carlisle  covering  the  road  from  Richmond 
to  Logansport.  A  decree  was  rendered  March  14,  i860,  ordering 
this  portion  of  road  to  be  sold  subject  to  the  lien  of  a  mortgage 
executed  by  the  New  Castle  and  Richmond  Railroad  Company 
February  25,  1852,  to  J.  B.  Varnum  and  George  Carlisle,  and 
the  proceeds  to  be  divided  as  follows:  1  Cost  of  suit,  etc.  2. 
$350,000  to  Ripley  and  Judson  for  the  construction  of  the  road. 

3.  Interest  on  Cincinnati,  Logansport  and  Chicago  Railway 
Company  bonds  dated  April  1,  1853,  amounting  to  $432,000. 

4.  Residue,  if  any,  to  be  applied  to  payment  of  principal  of  Cin¬ 
cinnati,  Logansport  and  Chicago  Railway  Company’s  bonds 


CORPORATE  HISTORY. 


8l 


amounting  to  $1,440,000.  5.  Residue,  if  any,  to  be  applied  to 

payment  of  $350,000  bonds  issued  by  the  Cincinnati  and  Chicago 
Railroad  Company  under  mortgage  of  October  1,  1855,  to  Joseph 
H.  White  and  Martin  L.  Bundy.  6.  Residue,  if  any,  to  be  applied 
to  such  other  creditors  as  showed  themselves  equitably  entitled 
thereto. 

The  road  from  Richmond  to  Logansport  was  sold  April  28, 
i860,  to  a  committee  of  the  holders  of  the  bonds  of  the  Cincinnati, 
Logansport  and  Chicago  Railway  Company,  consisting  of  Pierre 
Chouteau,  Jr.,  Uriel  A.  Murdock  and  others  for  $30,000,  and 
conveyed  to  them  by  deed  of  John  H.  Rea,  master  and  commis¬ 
sioner,  dated  May  26,  i860.  They  conveyed  it  July  11,  i860, 
to  the  Cincinnati  and  Chicago  Air  Line  Railroad  Company, 
which  had  been  organized  by  the  bondholders,  for  $1,600,000 
bonds  and  $500,000  stock  of  that  company.  The  sale  was  con¬ 
firmed  by  the  court  Mav  26,  i860. 

On  the  part  of  road  of  the  Cincinnati  and  Chicago  Railroad 
Company  extending  from  Wabash,  Indiana,  to  the  Ohio  state 
line,  remaining  after  the  sale  of  the  portion  between  Richmond 
and  Logansport,  right  of  way  *  had  been  procured  and  work 
done  to  the  amount  of  about  $500,000  but  no  portion  had  been 
opened  for  operation.  The  portion  between  Muncie,  Indiana, 
and  Connersville,  Indiana,  was  subsequently  acquired  by  the  Fort 
Wayne  and  Southern  Railroad  Company  and  the  Connersville 
and  New  Castle  Junction  Railroad  Company,  whose  roads  are 
now  part  of  the  Lake  Erie  and  Western  Railroad  Company.  The 
right  of  way  and  work  done  thereon  between  Marion  and  Muncie 
was  not  disposed  of  by  the  company  to  any  other  railroad  com¬ 
pany,  nor  was  the  part  between  Marion,  Indiana,  and  Wabash, 
Indiana.  The  present  Cleveland,  Cincinnati,  Chicago  and  St. 
Louis  Railway  Company  has  a  line  between  Marion  and  Wabash, 
but  the  original  company  that  built  it  did  not  use  any  part  of  the 
Cincinnati  and  Chicago  Railroad  except  at  a  crossing  near  Wa¬ 
bash,  Indiana,  and  one  near  Marion,  Indiana. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  consolidation  was 
$10,000,000.  By  the  terms  of  the  articles  of  consolidation,  the 
stockholders  of  the  Cincinnati  and  Chicago  Railroad  Company 
of  Ohio,  were  as  above  mentioned,  entitled  to  exchange  their  stock 
for  an  equal  amount  of  the  capital  stock  of  the  Cincinnati  and 
6 


82  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Chicago  Railroad  Company  (No.  2).  The  amount  of  capital 
stock  issued  was  about  $2,603,400. 

The  lien  of  the  stock  upon  the  portion  of  road  between  Rich¬ 
mond  and  Logansport,  which  is  the  only  part  of  the  road  of  the 
company  forming  part  of  the  present  Pittsburgh,  Cincinnati,  Chi¬ 
cago  and  St.  Louis  Railway,  was  extinguished  by  foreclosure  pro¬ 
ceedings. 

MORTGAGES  AND  BONDS. 

The  company  executed  a  mortgage  November  10,  1854,  to  Mar¬ 
tin  L.  Bundy  on  the  rolling  stock  and  real  estate  to  secure  en¬ 
dorsers  on  certain  notes  of  the  company.  Foreclosure  proceed¬ 
ings  were  instituted  by  Martin  L.  Bundy  in  the  Wayne  circuit 
court  in  the  latter  part  of  1857,  and  the  suit  was  contested  by  J. 
W.  Wright  and  Company,  the  lessees  of  the  road.  A  decree  of 
foreclosure  was  entered  and  appealed  to  the  supreme  court  of  In¬ 
diana,  which  affirmed  the  decree  of  the  lower  court.  In  the  mean¬ 
time  the  foreclosure  proceedings  above  mentioned  had  been  in¬ 
stituted  in  the  United  States  circuit  court  for  the  district  of  In¬ 
diana,  and  an  injunction  was  granted  by  the  court  at  its  May  term, 
1859,  against  the  carrying  out  of  the  decree  of  foreclosure  of  the 
circuit  court  of  Wayne  county.  The  decree  of  the  United  States 
circuit  court  of  March  14,  i860,  under  which  the  Cincinnati  and 
Chicago  Railroad  was  sold,  declared  the  lien  of  the  mortgage  to 
Martin  L.  Bundy  to  be  extinguished,  and  the  injunction  was  made 
perpetual.  Afterward  Martin  L.  Bundy  received  from  the  Cin¬ 
cinnati  and  Chicago  Air  Line  Railroad  Company  $100,000  of  their 
first  mortgage  bonds  with  which  to  pay  the  endorsed  debt. 

Mortgage,  October  1,  1855,  to  Joseph  H.  White  and  Martin  L. 
Bundy,  trustees,  securing  $500,000  bonds  dated  October  1,  1855, 
payable  January  1,  1875,  bearing  7  per  cent,  interest,  $300,000 
of  which,  numbered  from  1  to  300  inclusive,  were  for  $1,000  each, 
and  $200,000,  numbered  from  301  to  700  inclusive,  for  $500  each, 
of  which  $350,000  were  issued.  The  lien  of  this  mortgage  was 
extinguished  by  foreclosure  proceedings. 

Mortgage,  dated  November  1,  1854,  to  George  H.  Pendleton 
and  Michael  G.  Bright,  trustees,  on  real  estate  owned  by  the  com¬ 
pany,  securing  $100,000  bonds  dated  November  1,  1854,  payable 
five  years  after  date.  The  mortgage  was  duly  executed  and  re¬ 
corded  but  no  bonds  were  issued  or  executed  and  the  mortgage 
was  cancelled  of  record  March  26,  1855. 


CORPORATE  HISTORY. 


83 


CINCINNATI  AND  CHICAGO  AIR  LINE  RAILROAD 

COMPANY.1 

The  Cincinnati  and  Chicago  Air  Line  Railroad  Company  was 
organized  by  the  purchasers  of  the  portion  of  the  Cincinnati  and 
Chicago  Railroad  extending  from  Richmond  to  Logansport,  un¬ 
der  the  general  law  of  Indiana  approved  March  5,  1859,  entitled 
“  An  act  authorizing  the  purchasers  of  railroads,  plank  roads, 
turnpikes  and  macadamized  roads  or  parts  thereof,  under  mort¬ 
gage  sale  or  sales  made  according  to  the  terms  of  deeds  of  trust, 
to  organize  as  incorporated  companies,  and  prescribing  their 
powers  and  duties.”  Articles  of  association  were  executed  July 
9,  i860,  and  filed  in  the  office  of. the  secretary  of  state  of  Indiana 
July  10,  i860. 

A  certificate  of  organization  was  executed  July  26,  i860,  in  ac¬ 
cordance  with  the  provisions  of  the  act  of  March  5,  1859. 

The  railroad  of  the  company,  as  stated  in  the  articles  of  associa¬ 
tion,  commenced  at  a  point  on  the  south  side  of  the  railroad  pas¬ 
senger  station  in  Richmond,  at  the  western  terminus  of  the 
track  of  the  Eaton  and  Hamilton  Railroad  Company,  and  ex¬ 
tended  to  the  point  of  intersection  of  the  track  of  the  Chicago  and 
Cincinnati  Railroad  Company  with  the  tracks  of  the  Toledo  and 
Wabash  Railway  Company  and  the  Toledo,  Logansport  and  Bur¬ 
lington  Railroad  Company,  in  Duret  street  in  Logansport. 

The  first  election  for  directors  was  held  July  9,  i860,  and  the 
organization  was  perfected  July  26,  i860. 

The  portion  of  the  Cincinnati  and  Chicago  Railroad  extending 
from  Richmond  to  Logansport  was  conveyed  by  deed  dated  May 
26,  i860,  of  John  H.  Rea,  master  and  commissioner,  to  Pierre 
Chouteau  and  others,  the  purchasing  committee,  who  conveyed 
it  to  the  Cincinnati  and  Chicago  Air  Line  Railroad  Company  by 
deed  dated  July  11,  i860. 

The  company  built  a  bridge  over  the  Wabash  river  and  made 
connection  with  the  Chicago  and  Cincinnati  Railroad  at  Logans¬ 
port. 

An  agreement  was  entered  into  June  19,  1862,  with  the  Chicago 

• 

and  Cincinnati  Railroad  Company,  for  the  consolidation  of  the 
rolling  stock,  machinery,  etc.,  and  the  joint  operation  and  divis¬ 
ion  of  earnings,  taking  effect  July  1,  1862,  and  continuing  in  force 
until  December  31,  1870.  This  arrangement  continued  until  the 


1  See  page  570. 


84  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

consolidation  of  the  two  companies  into  the  Chicago  and  Great 
Eastern  Railway  Company  January  25,  1865. 

The  Cincinnati  and  Chicago  Air  Line  Railroad  Company  was 
consolidated  January  2 5,  1865,  with  the  Chicago  and  Great  East¬ 
ern  Railway  Company  (Xo.  3)  under  the  name  of  the  Chicago  and 
Great  Eastern  Railway  Company  (No.  4). 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  association  was 
$500,000,  in  shares  of  $100  each,  all  of  which  was  issued.  In  ac¬ 
cordance  with  the  articles  of  consolidation  forming  the  Chicago 
and  Great  Eastern  Railway  Company  (No.  4)  the  $500,000  capital 
stock  of  the  Cincinnati  and  Chicago  Air  Line  Railroad  Company 
was  exchanged  for  $2,126,100  capital  stock  of  the  new  company, 
the  basis  for  such  consolidation  of  stock  being  that  the  roads  of 
the  two  companies  should  be  estimated  of  equal  value  per  mile, 
the  road  of  the  Cincinnati  and  Chicago  Air  Line  Railroad  Com¬ 
pany  being  108  miles,  and  that  of  the  Chicago  and  Great  Eastern 
Railway  Company  115  miles  in  length. 

The  capital  stock  of  the  consolidated  company  ($4,390,000)  was 
divided  between  the  two  constituent  companies  in  proportion  to 
the  lengths  of  their  respective  roads,  the  stockholders  of  the  Cin¬ 
cinnati  and  Chicago  Air  Line  Railroad  Company  receiving 
io8/223rds  of  the  capital  stock  of  the  new  company. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  August  1,  i860,  to  Matthew  Morgan  and 
Frederick  Schuchardt,  trustees,  securing  $1,900,000  bonds,  of 
which  $1,600,000  were  issued,  dated  August  1,  i860,  payable  Au¬ 
gust  1,  1890,  bearing  7  per  cent,  interest.  Of  these  $1,400,000, 
numbered  from  1  to  1,400  were  for  $1,000  each,  $100,000,  num¬ 
bered  from  1,401  to  1,600  for  $500  each,  and  $100,000,  num¬ 
bered  from  1,601  to  1,850,  for  $400  each.  The  mortgage  further 
•provided  for  the  issue  of  $300,000  bonds  of  $1,000  each,  num¬ 
bered  from  1,851  to  2,150,  to  be  used  in  retiring  bonds  of  the 
New  Castle  and  Richmond  Railroad  Company,  but  they  were  not 
executed.  The  $1,600,000  bonds  issued  were  for  the  purpose  of 
providing  part  of  the  purchase  money  necessary  for  the  acquisi¬ 
tion  of  the  Cincinnati  and  Chicago  Railroad.  Of  these  $588,000 
were  exchanged  for  bonds  of  the  Chicago  and  Great  Eastern 
Railway  Company  (No.  4)  dated  April  1,  1865,  and  $833,900 


CORPORATE  HISTORY. 


85 

were  exchanged  for  first  mortgage  bonds  of  the  Columbus,  Chi¬ 
cago  and  Indiana  Central  Railway  Company.  The  remaining 
$178,100  were  paid  and  cancelled,  the  last  of  them  having  been 
retired  in  1891. 

Supplementary  mortgage,  dated  February  2,  1863,  to  Frederick 
Schuchardt,  trustee,  supplemental*}'  to  mortgage  of  August  1, 
i860.  Matthew  Morgan,  one  of  the  trustees,  died  and  this  mort¬ 
gage  was  given  to  the  surviving  trustee.  It  was  made  to  further 
secure  the  issue  of  $300,000  bonds,  numbered  from  1,851  to  2,150 
provided  in  the  first  mortgage  to  be  issued  in  exchange  for  the 
bonds  of  the  New  Castle  and  Richmond  Railroad  Company. 
They  were  to  be  dated  February  1,  1862,  and  payable  August  1, 
1890.  This  supplementary  mortgage  was  duly  recorded,  but  the 
$300,000  of  bonds  were  not  issued. 

Sinking  fund  bonds,  dated  December  1,  1862,  payable  Novem¬ 
ber  1,  1 886,  not  secured  by  mortgage.  The  company  entered 
into  an  agreement  May  20,  1862,  with  the  holders  of  the  first 
mortgage  bonds,  whereby  the  latter  agreed  to  fund  their  interest 
coupons  maturing  to  February  1,  1865,  in  exchange  for  sinking 
fund  bonds  bearing  7  per  cent,  interest,  the  first  coupon  to 
mature  May  1,  1864,  the  funded  coupons  to  be  placed  in  the 
hands  of  the  trustees  under  the  original  mortgage  in  trust  as 
collateral  security  for  the  sinking  fund  bonds.  In  accordance 
with  this  agreement  there  were  $332,500  issued,  of  which  $105,- 
000  were  exchanged  for  bonds  of  the  Chicago  and  Great  Eastern 
Railway  Company  (No.  4)  dated  April  1,  1865,  and  $187,600  for 
first  mortgage  bonds  of  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company. 

The  balance  were  paid  and  cancelled,  the  last  of  them  being 
retired  in  1887. 

Scrip  certificates  in  various  denominations  were  issued  to  the 
amount  of  $4,010.50. 

COLUMBUS,  CHICAGO  AND  INDIANA  CENTRAL 

RAILWAY  COMPANY.1 

The  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany  was  formed  by  the  consolidation  under  the  general  laws  of 
Ohio,  Indiana  and  Illinois,  of  the  Columbus  and  Indiana  Central 
Railway  Company  and  the  Chicago  and  Great  Eastern  Railway 


1  See  page  649. 


86  PITTSBURGH.  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Company  (No.  4).  Articles  of  consolidation  were  entered  into 
by  the  directors  of  the  respective  companies  December  4,  1867, 
ratified  by  the  stockholders  of  the  Columbus  and  Indiana  Central 
Railway  Company  January  17,  1868,  and  by  the  stockholders  of 
the  Chicago  and  Great  Eastern  Railway  Company  January  15, 
1868,  and  filed  in  the  office  of  the  secretary  of  state  of  Illinois  Feb¬ 
ruary  11,  1868,  and  of  Indiana  and  Ohio  February  12,  1868. 

The  first  election  for  directors  was  held  February  12,  1868,  and 
the  organization  perfected  the  same  date. 

The  company  entered  into  an  agreement  January  19,  1869,  for 
the  use  of  the  Keokuk  and  Hamilton  Bridge  and  the  payment 
of  one-fourth  of  any  deficiency  in  the  earnings  should  they  fall  be¬ 
low  $80,000  per  annum.1  An  agreement  was  made  March  1 1, 1868,’ 
for  the  endorsement  of  a  portion  of  the  first  and  second  mortgage 
bonds  of  the  St.  Louis,  Vandalia  and  Terre  Haute  Railroad  Com¬ 
pany  and  the  assumption  of  3/ioths  of  any  deficiency  in  operating 
the  railroad.  On  August  1,  1868,  an  agreement  was  entered  into 
with  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company, 
the  Indianapolis,  Cincinnati  and  Lafayette  Railroad  Company  and 
the  Indianapolis  and  Vincennes  Railroad  Company  for  the  con¬ 
struction  and  lease  of  the  Indianapolis  and  Vincennes  Railroad 
and  the  guarantee  of  the  interest  on  the  bonds  and  stock  of  that 
company.  These  agreements  were  assumed  by  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company  under  the  lease  men¬ 
tioned  below.  They  are  more  fully  referred  to  in  the  history  of 
the  Keokuk  and  Hamilton  Bridge  Company,  St.  Louis,  Vandalia 
and  Terre  Haute  Railroad  Company  and  Indianapolis  and  Vin¬ 
cennes  Railroad  Company. 

LEASE  OF  ROAD. 

Under  date  of  January  22,  1869,  taking  effect  February  1,  1869, 
a  lease  and  contract  was  entered  into  with  the  Pittsburgh,  Cin¬ 
cinnati  and  St.  Louis  Railway  Company  and  the  Pennsylvania 
Railroad  Company,  whereby  the  road  was  leased  to  the  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company  for  99  years 
renewable  for  like  periods  forever  at  the  option  of  the  lessee.  The 
Columbus,  Chicago  and  Indiana  Central  Railway  Company  were 
to  receive  30  per  cent,  of  the  gross  earnings,  which  the  lessee 
guaranteed  would  amount  to  the  interest  on  $22,000,000  mort- 


1  See  history  of  Keokuk  and  Hamilton  Bridge  Company,  page  93. 


CORPORATE  HISTORY. 


87 


gage  bonds  of  the  company,  and  any  surplus  remaining  after 
the  payment  of  interest  was  to  be  used  to  pay  dividends  on  the 
capital  stock.  The  Pennsylvania  Railroad  Company,  as  party  to 
the  lease,  guaranteed  its  performance  by  the  Pittsburgh,  Cincin¬ 
nati  and  St.  Louis  Railway  Company. 

Under  date  of  February  1,  1870,  the  lease  was  amended  so  that 
the  lessee  guaranteed  that  the  30  per  cent,  of  the  gross  earnings 
should  be  equal  to  the  interest  on  $15,000,000  first  mortgage 
bonds  of  the  Columbus,  Chicago  and  Indiana  Central  Railway 
Company  and  prior  sectional  bonds  which  they  represented  and 
were  to  be  exchanged  for,  and  $821,000  second  mortgage 
bonds  of  the  Columbus  and  Indianapolis  Central  Railway  Com- 
*  pany.  All  other  classes  of  bonds  and  all  other  indebtedness  were 
to  be  merged  into  and  represented  by  a  new  issue  of  $10,000,000 
bonds,  secured  by  a  mortgage  on  the  road,  convertible  into  pre¬ 
ferred  stock  of  the  company.  For  all  amounts  paid  by  the  lessee 
to  meet  deficiencies  in  the  operations  of  the  road  for  the  first  year 
and  for  betterments  and  improvements,  bonds  of  the  same  kind 
were  to  be  issued.  If  any  surplus  remained  out  of  the  30  per  cent, 
of  the  gross  earnings  after  the  payment  of  interest  on  the  $15,- 
821,000  bonds  above  mentioned,  it  was  to  be  applied:  First,  to 
the  payment  of  interest  on  the  new  issue  of  $10,000,000  bonds  or 
on  the  preferred  stock  into  which  they  might  be  converted. 
Secondly,  to  a  sinking  fund  of  one-half  of  one  per  cent,  per  annum 
to  be  established  for  the  retirement  of  the  $15,821,000  bonds  above 
mentioned.  If  any  surplus  remained  after  these  payments  it  was 
to  be  divided  pro  rata  as  a  dividend  upon  the  common  stock. 

The  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany  having  failed  to  classify  and  adjust  its  indebtedness  in  ac¬ 
cordance  with  the  terms  of  the  amended  lease  of  February  1,  1870, 
the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  insti¬ 
tuted  proceedings  February  25,  1875,  m  ^le  United  States  circuit 
court  for  the  district  of  Indiana  for  the  cancellation  of  the  lease. 
Decrees  were  rendered  by  this  court  August  6,  1879,  December 
23,  1879,  and  February  16,  1880,  affirming  the  validity  of  the  lease, 
and  requiring  the  Columbus,  Chicago  and  Indiana  Central  Rail¬ 
way  Company  to  specifically  fulfill  its  conditions  in  regard  to  ad¬ 
justing  and  classifying  the  indebtedness  of  the  company.  Appeal 
was  taken  by  the  respective  parties  to  the  Supreme  Court  of  the 
United  States,  but,  the  ownership  of  the  securities  of  the  company 
having  passed  into  the  hands  of  parties  desiring  an  amicable  set- 


88  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


tlement  of  the  matter,  and  foreclosure  proceedings  having  been 
instituted  in  accordance  with  an  agreement  for  the  sale  of  the  road 
and  the  reorganization  of  the  company  entered  into  by  the  credi¬ 
tors  and  stockholders,  the  appeals  were  by  agreement  of  all  par¬ 
ties  dismissed.  The  road  was  afterward  sold  and  the  company 
reorganized  as  described  below. 

In  accordance  with  the  agreement  for  reorganization,  William 
L.  Scott,  John  S.  Kennedy  and  Charles  J.  Osborn,  purchasers  of 
the  road,  by  an  instrument  dated  February  9,  1883,  cancelled  the 
lease  in  consideration  of  the  obligations  to  be  performed  by  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  and  the 
Pennsylvania  Railroad  Company  pursuant  to  the  agreement  for 
reorganization.  The  Pittsburgh,  Cincinnati  and  St.  Louis  Rail¬ 
way  Company  and  the  Pennsylvania  Railroad  Company  by  reso¬ 
lution  of  boards  of  directors  March  5,  1883,  and  February  28, 
1883,  respectively,  assented  to  the  cancellation  of  the  lease. 

RECEIVERSHIP. 

James  A.  Roosevelt  and  William  R.  Fosdick,  trustees  of  the 
first  mortgage  of  the  Columbus,  Chicago  and  Indiana  Central 
Railway  Company,  on  account  of  the  failure  of  the  company  to 
comply  with  the  conditions  of  the  mortgage  in  regard  to  the  crea¬ 
tion  of  a  sinking  fund  and  also  on  account  of  default  in  payment 
of  interest  on  prior  issues  of  bonds,  instituted  proceedings  in  the 
United  States  circuit  court  for  the  district  of  Indiana  February  1, 
1875,  and  ancillary  proceedings  in  the  United  States  circuit  courts 
for  the  northern  district  of  Illinois  and  the  southern  district  of 
Ohio,  for  the  appointment  of  a  receiver  and  foreclosure  of  the 
mortgage,  and  by  orders  made  by  those  courts,  in  February, 
1875,  James  A.  Roosevelt  and  William  R.  Fosdick  were  ap¬ 
pointed  receivers.  The  possession  and  operation  of  the  road  by 
the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company 
under  the  lease  was  not  disturbed,  and  the  rental  was  collected 
by  the  receivers  and  applied  in  accordance  with  the  orders  of 
the  court. 

By  an  instrument  dated  May  25,  1875,  the  Columbus,  Chicago 
and  Indiana  Central  Railway  Company  transferred  the  railway 
to  the  receivers. 

By  decree  of  the  United  States  circuit  court  for  the  district  of 
Indiana,  May  term,  1883,  the  receivers  were  discharged. 


CORPORATE  HISTORY. 


89 


SALE  OF  ROAD. 

Foreclosure  proceedings  were  commenced  by  James  A.  Roose¬ 
velt  and  William  R.  Fosdick,  trustees  of  the  first  consolidated 
mortgage  of  the  Columbus,  Chicago  and  Indiana  Central  Rail¬ 
way  Company  dated  February  20,  1868,  in  the  United  States  cir¬ 
cuit  courts  for  the  district  of  Indiana,  northern  district  of  Illinois 
and  southern  district  of  Ohio,  in  February,  1875,  and  by  W.  L. 
Scott  as  holder  of  the  bonds  secured  by  this  mortgage  in  the  same 
courts  in  October,  1881.  Decree  of  sale  was  made  by  the  United 
States  circuit  court  for  the  northern  district  of  Illinois,  Novem¬ 
ber  15,  1882,  by  the  United  States  circuit  court  for  the  district 
of  Indiana  November  16,  1882,  and  by  the  United  States 
circuit  court  for  the  southern  district  of  Ohio  November  23, 
1882,  ordering  the  road  to  be  sold  subject  to  outstanding 
sectional  mortgages  for  the  sum  of  not  less  than  $13,500,- 
000.  In  accordance  with  these  decrees  the  road  was  sold 
January  10,  1883,  at  Indianapolis,  for  $13,500,000  and  con¬ 
veyed  by  deed  dated  February  21,  1883,  of  William  P.  Fishback, 
master  in  chancery  of  the  United  States  circuit  court  for  the 
district  of  Indiana  and  northern  district  of  Illinois,  and  J.  D. 
Cox,  special  master  commissioner  appointed  by  the  United 
States  circuit  court  for  the  southern  district  of  Ohio,  to  William 
L.  Scott,  John  S.  Kennedy  and  Charles  J.  Osborn,  purchasing 
committee,  appointed  in  pursuance  of  an  agreement  for  the  re¬ 
organization  of  the  company  entered  into  by  the  creditors  and 
stockholders  July  1,  1882,  the  terms  of  which  are  more  fully  refer¬ 
red  to  below.  By  the  terms  of  the  decrees  of  sale  a  judgment 
upon  $288,000  of  first  mortgage  bonds  of  the  Columbus,  Chicago 
and  Indiana  Central  Railway  Company  recovered  by  William  L. 
Scott  in  the  United  States  circuit  court  for  the  southern  district 
of  Ohio  was  cancelled.  The  sale  was  confirmed  by  decree  of  the 
United  States  circuit  courts  for  the, northern  district  of  Illinois 
and  the  district  of  Indiana  entered  January  30,  1883,  and  by  de¬ 
cree  of  the  United  States  circuit  court  for  the  southern  district  of 
Ohio  entered  January  31,  1883.  The  road  was  conveyed  by  two 
separate  deeds  dated  March  17,  1883,  of  the  purchasing  com¬ 
mittee  to  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany  of  Indiana  and  the  Chicago,  St.  Louis  and  Pittsburgh  Rail¬ 
road  Company  of  Illinois,  which  companies  had  been  formed  in 
accordance  with  the  agreement  of  reorganization  of  July  1,  1882, 
the  consideration  being  $10,000,000  common  stock,  $20,000,000 


90  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

preferred  stock  and  $22,000,000  5  per  cent,  bonds  of  the  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company  of  Indiana,  and  $50,- 
000  capital  stock  of  the  Chicago,  St.  Louis  and  Pittsburgh  Rail¬ 
road  Company  of  Illinois. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  consolidation  was 
$15,000,000  in  shares  of  $100  each.  There  were  issued  $14,630,- 
900,  exclusive  of  certificate  No.  2,578  issued  October  21,  1881,  to 
B.  E.  Smith  for  $75,000  as  collateral  on  company’s  notes  to  Globe 
National  Bank  of  Boston.  By  the  terms  of  the  agreement  of  re¬ 
organization  of  July  1,  1882,  holders  received  one  share  of  com¬ 
mon  stock  of  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad 
Company  for  two  shares  of  the  stock  of  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company  upon  the  pay¬ 
ment  to  the  purchasing  committee  in  cash  of  $5  on  each  share  of 
stock  of  the  Columbus,  Chicago  and  Indiana  Central  Railway 
Company. 

MORTGAGES  AND  BONDS. 

The  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany  assumed  the  payment  of  the  following  sectional  bonds  which 
were  outstanding  at  the  time  of  the  organization  of  the  company: 

Chicago  and  Great  Eastern  Railway  Company  (No.  2). — First 
mortgage  bonds  dated  November  10,  1863.  Income  bonds  (no 
mortgage)  dated  July  1,  1863. 

Chicago  and  Great  Eastern  Raihvay  Company  (No.  4). — First 
mortgage  bonds  dated  April  1,  1865.  Construction  and  equip¬ 
ment  mortgage  bonds  January  1,  1867. 

Cincinnati  and  Chicago  Air  Line  Railroad  Company. — First 
mortgage  bonds  dated  August  1,  i860.  Sinking  fund  bonds  dated 
December  1,  1862. 

Columbus  and  Indianapolis  Railroad  Company. — Preferred 
first  mortgage  bonds  dated  December  1,  1863.  Common  first 
mortgage  bonds  dated  December  1,  1863.  Second  mortgage 
bonds  dated  December  1,  1863. 

Columbus  and  Indianapolis  Central  Railway  Company. — First 
mortgage  bonds  dated  November  1,  1864.  Second  mortgage 
bonds  dated  November  1,  1864. 

Columbus  and  Indiana  Central  Railway  Company. — Income 
bonds  (no  mortgage)  dated  September  11,  1867. 


CORPORATE  HISTORY. 


91 


Indiana  Central  Railway  Company. — First  mortgage  bonds 
dated  May  1,  1852. 

Logansport,  Peoria  and  Burlington  Railway  Company. — First 
mortgage  bonds  dated  July  1,  1855. 

New  Castle  and  Richmond  Railroad  Company. — First  mort¬ 
gage  bonds  dated  February  25,  1852. 

Toledo,  Logansport  and  Burlington  Railroad  Company. — 
First  mortgage  bonds  dated  February  1,  1859. 

Toledo,  Logansport  and  Burlington  Railway  Company. — In¬ 
come  bonds  (no  mortgage)  dated  February  1,  1863. 

Union  and  Logansport  Railroad  Company. — First  mortgage 
bonds  dated  December  1,  1865. 

In  addition  to  assuming  the  payment  of  these  bonds,  the  com¬ 
pany  executed  the  following  mortgages: 

First  mortgage,  dated  February  20,  1868,  to  James  A.  Roose¬ 
velt  and  William  R.  Fosdick,  trustees,  securing  $15,000,000  bonds 
of  $1,000  each,  dated  February  20,  1868,  payable  April  1,  1908, 
bearing  7  per  cent,  interest,  of  which  $11,500,000  were  to  be  issued 
to  retire  first  sectional  mortgages.  There  were  $10,478,000  is¬ 
sued.  The  road  was  sold  under  foreclosure  of  this  mortgage. 
By  the  terms  of  the  agreement  for  the  reorganization  of  the  com¬ 
pany  dated  July  1,  1882,  the  holder  of  each  bond  was  entitled  to 
receive  for  principal  and  interest  one  bond  and  $400  preferred 
stock  of  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany,  and  $150  in  cash  out  of  the  $2,400,000  coming  from  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  for  back 
rental. 

Second  mortgage,  dated  December  15,  1868,  to  Frederick  R. 
Fowler  and  Joseph  T.  Thomas,  trustees,  securing  $5,000,000  bonds 
of  $1,000  each,  dated  December  15,  1868,  payable  February  1, 
1909,  bearing  7  per  cent,  interest.  These  bonds  were  issued  for 
the  purpose  of  retiring  second  mortgage  bonds  of  the  Columbus 
and  Indianapolis  Central  Railway  Company,  the  income  bonds  of 
the  Columbus  and  Indiana  Central  Railway  Company  and  the 
construction  and  equipment  bonds  of  the  Chicago  and  Great 
Eastern  Railway  Company,  then  outstanding  to  the  amount  of 
$2,464,000  and  for  the  payment  of  debts  amounting  to  about  $2,- 
500,000.  There  were  issued  $3,692,000,  of  which  $1,258,000 
were  delivered  to  the  Pennsylvania  Railroad  Company  in  accord¬ 
ance  with  an  agreement  of  November  30,  1870.  By  the  terms 
of  the  agreement  for  reorganization  of  July  1,  1882,  the  Penn¬ 
sylvania  Railroad  Company  were  to  convert  these  bonds  held 


Cj2  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

by  them  into  income  bonds  of  the  company.  The  agreement 
for  reorganization  provided  that  the  holder  of  each  second  mort¬ 
gage  bond  should  be  entitled  to  receive  for  principal  and  interest 
$1,250  preferred  stock  and  $250  common  stock  of  the  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company  upon  payment  to 
the  purchasing  committee  of  10  per  cent,  in  cash  upon  the  par 
value  of  each  bond. 

Mortgage,  dated  April  28,  1870,  to  Archibald  Parkhurst  and 
John  B.  Thompson,  trustees,  securing  $10,000,000  bonds  of  $1,000 
each,  dated  February  1,  1870,  payable  at  the  pleasure  of  the  com¬ 
pany  after  February  1,  1890,  bearing  7  per  cent,  interest.  These 
bonds  were  issued  in  accordance  with  the  amended  lease  of  Feb¬ 
ruary  1,  1870,  for  the  purpose  of  refunding  the  bonded  indebted¬ 
ness  of  the  company  in  excess  of  $15,821,000.  They  were  also  to 
be  used  for  the  purpose  of  paying  the  lessee  for  betterments  and 
improvements,  and  for  the  payment  of  other  indebtedness.  They 
were  convertible  into  preferred  capital  stock  and  the  interest  on 
them  was  payable  out  of  the  rental  received  from  the  lessee  after 
the  payment  of  the  interest  on  the  $15,821,000  of  mortgage  bonds 
above  mentioned.  Of  these  bonds  there  were  issued  $3,893,000 
and  by  the  terms  of  the  agreement  for  reorganization  of  July  1, 
1882,  the  holder  of  each  bond  was  entitled  to  receive  for  principal 
and  interest  $1,250  preferred  stock  and  $250  common  stock  of  the 
Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  upon  the 
payment  to  the  purchasing  committee  of  10  per  cent,  in  cash  upon 
the  par  value  of  each  bond. 

First  mortgage  bond  scrip.  Amount  issued  in  one  certificate 
$500,  certificate  dated  February  25,  1870,  bearing  7  per  cent,  in¬ 
terest.  This  scrip  was  given  for  bonds  of  the  Chicago  and  Cin¬ 
cinnati  Railroad  Company. 

Coupon  scrip  bearing  7  per  cent,  interest,  dated  August  1,  1872, 
issued  for  defaulted  coupons  of  the  Columbus  and  Indianapolis 
Central  Railway  Company.  The  whole  amount  issued  was  $164,- 

952-°5- 

In  pursuance  of  article  10  of  the  original  lease  $2,000,000 
income  bonds  were  prepared  and  partly  executed,  but  were  never 
issued  as  an  amendment  to  the  lease  provided  for  a  different  form 
of  bond.  These  bonds  were  destroyed  October  7,  1885. 

KEOKUK  AND  HAMILTON  BRIDGE  COMPANY  CONTRACT. 

A  contract  was  entered  into  January  19,  1869,  between  the  To¬ 
ledo,  Peoria  and  Warsaw  Railway  Company,  Des  Moines  Valley 


CORPORATE  HISTORY. 


93 


Railroad  Company,  Columbus,  Chicago  and  Indiana  Central 
Railway  Company,  Toledo,  Wabash  and  Western  Railway  Com¬ 
pany  and  the  Keokuk  and  Hamilton  Bridge  Company,  which 
with  modifications  of  June  6,  1871,  and  November  25-,  1871,  pro¬ 
vided  for  the  use  of  the  bridge  by  the  four  railroad  companies 
and  the  payment  by  each  of  one-fourth  of  any  deficiency  in  its 
income  should  it  fall  below  $80,000  annually.  This  contract 
and  amendments  were  executed  by  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company  upon  the  written  request  of 
the  presidents  of  the  Pittsburgh,  Cincinnati  and  St.  Louis  Rail¬ 
way  Company  and  the  Pennsylvania  Railroad  Company,  upon 
the  understanding  that  these  two  companies  would  assume  them 
the  same  as  if  they  had  been  made  a  part  of  the  9th  article  of  the 
lease  of  the  Columbus,  Chicago  and  Indiana  Central  Railway. 

The  deficiency  having  arisen  in  the  income  of  the  bridge  com¬ 
pany,  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company 
and  the  Pennsylvania  Railroad  Company  declined  to  pay  the  one- 
fourth  chargeable  to  the  Columbus,  Chicago  and  Indiana  Central 
Railway  Company  on  the  ground  that  their  officials  had  no 
power  or  authority  to  bind  the  companies  as  guarantors  of  the 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  and 
also  that  as  the  lease  of  the  road  of  that  company  had  terminated 
they  were  thereby  released  from  further  payments  under  the 
bridge  contracts. 

Accordingly  suit  was  brought  by  the  bridge  company  in  the 
United  States  circuit  court  for  the  northern  district  of  Illinois. 
Judgment  was  rendered  for  $118,076.89,  the  amount  of  deficiency 
to  March  1,  1883,  which,  with  interest  and  costs  amounting  to 
$85,911.97,  was  paid  by  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company  after  the  judgment  had  been  affirmed  by  the 
United  States  Supreme  Court  May  13,  1889.  The  Columbus, 
Chicago  and  Indiana  Central  Railway  Company  executed  a 
release  June  23,  1890,  discharging  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company  and  the  Pennsylvania  Railroad  Com¬ 
pany  from  all  liabilities  on  account  of  the  bridge  contracts. 

Another  decree  for  $140,863.46,  the  amount  of  deficiency  from 
September  1,  1883,  to  March  1,  1892,  inclusive,  was  rendered  by 
the  same  court  December  9,  1892.  This  judgment  was  affirmed 
by  the  circuit  court  of  Appeals  January  14,  1895,  after  certain 
questions  of  law  had  been  decided  by  the  Lmited  States  Supreme 
Court. 


94  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Another  suit  in  which  the  Pittsburgh,  Cincinnati,  Chicago  and 
St.  Louis  Railway  Company  and  the  Pennsylvania  Railroad  Com¬ 
pany  seek  an  accounting  and  the  correction  of  errors  in  calcula¬ 
tion  of  deficits  is  pending  in  the  LTnited  States  circuit  court  for 
the  southern  district  of  Illinois  since  February  21,  1895.  In  this 
suit  the  bridge  company  seeks  to  recover  deficits  from  March  1, 
1892,  to  September  1,  1895,  amounting  to  $56,159.41. 

CHICAGO,  ST.  LOUIS  AND  PITTSBURGH  RAILROAD 

COMPANY. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  was 
formed  by  consolidation  of  the  Chicago,  St.  Louis  and  Pittsburgh 
Railroad  Company  of  Indiana,  and  the  Chicago,  St.  Louis  and 
Pittsburgh  Railroad  Company  of  Illinois,  which  were  formed  for 
the  purpose  of  reorganizing  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company  in  accordance  with  the  laws  of  the 
states  through  which  the  road  of  that  company  extended. 

CHICAGO,  ST.  LOUIS  AND  PITTSBURGH  RAILROAD 

COMPANY  OF  INDIANA.1 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  of 
Indiana  was  organized  under  the  general  law  of  Indiana  approved 
March  3,  1865,  and  the  supplementary  act  thereto  approved  De¬ 
cember  20,  1865.  A  certificate  of  incorporation  was  executed 
February  22,  1883,  and  filed  in  the  office  of  the  secretary  of  state 
of  Indiana  March  14,  1883.  The  first  directors  were  elected  Feb¬ 
ruary  22,  1883,  and  the  organization  perfected  March  20,  1883. 
The  company  took  possession  of  the  road  April  2,  1883. 

The  entire  Columbus,  Chicago  and  Indiana  Central  Railway 
had  been  conveyed  by  deed  dated  February  21,  1883,  from  Wil¬ 
liam  P.  Fishback,  master  in  chancery,  and  Jacob  D.  Cox,  special 
master  commissioner,  to  William  L.  Scott,  John  S.  Kennedy  and 
Charles  J.  Osborn,  purchasing  committee,  who  conveyed  it  in  its 
entirety  to  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany  of  Indiana  by  deed  of  March  17,  1883,  subject  to  a  mort¬ 
gage  dated  February  21,  1883,  for  $22,000,000  which  had  been 
placed  upon  the  road  by  the  purchasing  committee.  The  com¬ 
pany  was  consolidated  with  the  Chicago,  St.  Louis  and  Pitts- 


1  See  page  727. 


CORPORATE  HISTORY. 


95 


burgh  Railroad  Company  of  Illinois  April  3,  1884  (the  road  in 
Illinois  having  been  conveyed  by  quit-claim  deed  to  that  cor¬ 
poration  March  17,  1883,  by  the  purchasing  committee),  under 
the  name  of  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad 
Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  certificate  of  incorporation 
was  $30,000,000,  in  shares  of  $100  each,  of  which  $20,000,000 
was  preferred  and  $10,000,000  common.  Holders  of  this  stock 
received  capital  stock  of  the  consolidated'  company  share  for 
share. 


MORTGAGES  AND  BONDS. 

Mortgage,  dated  February  21,  1883,  executed  by  William  L. 
Scott  and  wife,  John  S.  Kennedy  and  wife  and  Charles  J.  Osborn 
and  wife  to  Conrad  Baker,  of  Indianapolis,  and  the  Union  Trust 
Company,  of  New  York,  trustees,  covering  the  entire  railroad  in 
Ohio,  Indiana  and  Illinois,  formerly  of  the  Columbus,  Chicago 
and  Indiana  Central  Railway  Company,  securing  $22,000,000 
bonds  of  $1,000  each,  dated  March  31,  1883,  payable  October  1, 
1932,  bearing  5  per  cent,  interest,  payable  in  gold.  A  sinking 
fund  of  one  per  cent,  per  annum  upon  the  entire  amount  of  bonds 
outstanding,  in  addition  to  the  interest  on  bonds  retired  by  the 
sinking  fund,  is  provided  for  the  purchase  of  bonds  at  a  price  not 
exceeding  105  per  cent,  and  accrued  interest,  the  first  payment  to 
the  sinking  fund  to  be  made  April  1,  1893.  There  were  $15,131,- 
000  issued.  In  1892  $13,625,000  were  surrendered  by  the  Penn¬ 
sylvania  Railroad  Company  and  others  in  exchange  for  a  like 
amount  of  the  consolidated  mortgage  4J2  per  cent,  bonds  of  the 
Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Company 
and  $4,087,500  of  its  common  stock,  leaving  $1,506,000  outstand¬ 
ing  January  I,  1898,  of  which  $1,290,000  are  coupon  and  $216,- 
000  registered  bonds. 

The  $13,625,000  bonds  so  exchanged  were  destroyed  by  burn¬ 
ing  to  ashes  March  15,  1893,  and  a  release  of  the  mortgage  to 
that  extent  was  executed  March  15,  1893,  which  was  duly 
recorded  in  the  various  counties. 

A  confirmatory  mortgage  was  executed  by  the  Chicago,  St. 
Louis  and  Pittsburgh  Railroad  Company  of  Indiana  March  31, 
1883,  1°  Conrad  Baker  and  the  Union  Trust  Company  of  New 
York,  trustees. 


g6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

CHICAGO,  ST.  LOUIS  AND  PITTSBURGH  RAILROAD 

COMPANY  OF  ILLINOIS.1 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  of 
Illinois  was  organized  under  the  general  law  of  Illinois  approved 
March  I,  1872,  and  supplementary  acts  thereto.  A  certificate  of 
incorporation  was  executed  February  22,  1883,  and  filed  in  the 
office  of  the  secretary  of  state  of  Illinois  March  15,  1883.  The 
first  election  for  directors  was  held  February  22,  1883,  and  the 
organization  perfected  March  21,  1883. 

The  portion  of  the  Columbus,  Chicago  and  Indiana  Central 
Railway  in  Illinois  was  conveyed  to  the  Company  by  the  pur¬ 
chasing  committee  by  deed  dated  March  17,  1883,  subject  to  the 
mortgage  of  February  21,  1883,  above  mentioned,  the  consider¬ 
ation  being  $50,000  of  the  capital  stock  of  the  company.  The 
company  was  consolidated  with  the  Chicago,  St.  Louis  and  Pitts¬ 
burgh  Railroad  Company  of  Indiana,  April  3,  1884,  under  the 
name  of  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  certificate  of  incorpora¬ 
tion  was  $50,000.  By  the  terms  of  the  articles  of  consolidation 
forming  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany  all  this  stock  was  to  be  surrendered  and  cancelled  and  no 
stock  of  the  consolidated  company  issued  in  exchange  therefor. 

CHICAGO,  ST.  LOUIS  AND  PITTSBURGH  RAILROAD 

COMPANY.2 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  was 
formed  by  the  consolidation  of  the  Chicago,  St.  Louis  and  Pitts¬ 
burgh  Railroad  Company  of  Indiana  and  the  Chicago,  St.  Louis 
and  Pittsburgh  Railroad  Company  of  Illinois  under  the  general 
laws  of  the  two  states.  Articles  of  consolidation  were  entered 
into  September  5,  1883,  ratified  by  the  stockholders  of  the  Chi¬ 
cago,  St.  Louis  and  Pittsburgh  Railroad  Company  of  Indiana 
March  19,  1884,  by  the  stockholders  of  the  Chicago,  St.  Louis 
and  Pittsburgh  Railroad  Company  of  Illinois  March  20,  1884, 
and  filed  in  the  office  of  the  secretary  of  state  of  Indiana  April 
1,  1884,  and  of  Illinois  April  3,  1884.  In  ratifying  the  articles  of 
consolidation  the  stockholders  authorized  the  persons  named 


1  See  page  758. 


2  See  page  764. 


CORPORATE  HISTORY. 


97 


therein  as  the  first  directors,  to  serve  as  the  first  Loard  of  direc¬ 
tors  of  the  consolidated  company. 

The  organization  of  the  company  was  perfected  April  3,  1884. 

The  construction  of  the  portion  of  road  known  as  the  “  Logans- 
port  Cut  Off  ”  extending  from  Trimmer,  on  the  Effner  Branch, 
to  Boone,  on  the  Chicago  division,  was  undertaken  by  the  Chi¬ 
cago,  St.  Louis  and  Pittsburgh  Railroad  Company  and  was 
opened  for  operation  August  27,  1893,  by  the  Pittsburgh,  Cincin¬ 
nati,  Chicago  and  St.  Louis  Railway  Company. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  ob¬ 
tained  right  of  way  and  land  and  constructed  a  connecting  track 
from  its  main  track  at  59th  street,  Chicago,  to  the  main  track  of 
the  Pittsburgh,  Port  Wayne  and  Chicago  Railway.  Legal  com¬ 
plications  having  risen,  it  became  necessary  to  form  a  new  corpo¬ 
ration  to  hold  this  property  and  the  Englewood  Connecting  Rail¬ 
way  Company  was  incorporated,  to  which  the  property  was  con¬ 
veyed  by  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany  by  deed  dated  September  28,  1885,  in  consideration  of  $98,- 
000  of  the  capital  stock  of  the  Englewood  Connecting  Railway 
Company.1 

An  agreement  was  entered  into  with  the  Kokomo  Belt  Rail¬ 
road  Company,  March  9,  1889,  for  construction  of  their  road,  and 
in  accordance  with  another  agreement  of  the  same  date  that  com¬ 
pany  conveyed  its  railroad  properties,  franchises,  etc.,  to  the  Chi¬ 
cago,  St.  Louis  and  Pittsburgh  Railroad  Company  by  deed  of 
January  27,  1890. 

A  contract  was  made  April  20,  1883,  with  the  Wabash,  St. 
Louis  and  Pacific  RailwaJ  Company  and  the  Indianapolis,  Peru 
and  Chicago  Railway  Company  for  the  use  of  the  Indianapolis, 
Peru  and  Chicago  Railway  between  Indianapolis  and  Kokomo, 
at  a  rental  of  6  per  cent,  per  annum  on  orte-half  of  the  appraised 
value,  together  with  a  proportional  share  of  the  cost  of  maintain¬ 
ing  the  road  based  upon  wheelage,  and  for  the  use  of  the  Chi¬ 
cago,  St.  Louis  and  Pittsburgh  Railroad  between  Logansport 
and  Effner  by  the  Wabash,  St.  Louis  and  Pacific  Railway  Com¬ 
pany.  The  road  between  Logansport  and  Effner  ceased  to  be 
used  under  this  contract  in  1885.  An  agreement  had  previously 
been  made,  January  23,  1882,  between  the  Pittsburgh,  Cincinnati 
and  St.  Louis  Railway  Company,  lessee  of  the  Columbus,  Chicago 
and  Indiana  Central  Railway  Company,  the  Wabash,  St.  Louis  and 


7 


1  See  Vol.  II,  p.  544. 


g8  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Pacific  Railway  Company  and  the  Indianapolis,  Peru  and  Chi* 
cago  Railway  Company  for  the  use  of  these  tracks.  A  new 
agreement  was  made  February  14,  1888,  with  the  Lake  Erie  and 
Western  Railroad  Company  for  the  use  of  its  road  between 
Indianapolis  and  Kokomo,  to  continue  in  force  ten  years,  the 
rental  to  be  $2,000  per  month  and  a  proportion  of  the  cost  of 
maintaining  the  track  based  on  car  and  engine  mileage.  This 
agreement  was  extended  for  10  years  April  7,  1898.1 

An  agreement  was  made  September  20,  1883,  with  the  other 
proprietary  companies  of  the  Indianapolis  Union  Railway  Com¬ 
pany  for  the  adjustment  of  the  interests  of  the  several  companies 
and  for  the  construction  of  a  new  passenger  station  at  Indian¬ 
apolis. 

An  agreement  was  made  August  16,  1888,  with  the  Cincinnati, 
Hamilton  and  Dayton  Railroad  Company  whereby  that  company 
transferred  $375,500  capital  stock  of  the  Cincinnati,  Richmond 
and  Chicago  Railroad,  the  total  capital  stock  being  $382,000,  and 
granted  the  use  of  its  own  tracks  between  Hamilton  and  New 
River  Junction,  Ohio,  in  consideration  of  $350,000  in  cash  and 
the  right  to  use  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad 
between  Piqua  and  “  Dayton  and  Michigan  Junction.”  The 
Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  assumed 
the  liability  of  the  Cincinnati,  Hamilton  and  Dayton  Railroad 
Company  as  guarantor  on  one-fourth  of  any  deficit  in  the  net 
earnings  of  the  Cincinnati,  Richmond  and  Fort  Wayne  Railroad 
Company  to  meet  the  interest  on  its  funded  debt  under  an  agree¬ 
ment  of  June  1,  1871,  between  the  Cincinnati,  Hamilton  and 
Dayton  Railroad  Company,  the  Cincinnati,  Richmond  and  Fort 
Wayne  Railroad  Company,  the  Pennsylvania  Company,  and  the 
Grand  Rapids  and  Indiana  Railroad  Company. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  was 
consolidated  September  18,  1890,  with  the  Pittsburgh,  Cincin¬ 
nati  and  St.  Louis  Railway  Company,  the  Jeffersonville,  Madison 
and  Indianapolis  Railroad  Company,  and  the  Cincinnati  and 
Richmond  Railroad  Company  under  the  name  of  the  Pittsburgh, 
Cincinnati,  Chicago  and  St.  Louis  Railway  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  articles  of  consolidation 
was  $30,000,000,  in  shares  of  $100  each,  of  which  $20,000,000 

1  See  further  references  on  page  7.  The  agreement  will  be  found  in 
Series  B. 


CORPORATE  HISTORY. 


99 


was  preferred  and  $10,000,000  common.  The  preferred  stock 
was  entitled  to  dividends  if  earned  at  the  rate  of  6  per  cent,  per 
annum  in  preference  to  the  payment  of  any  dividend  on  the  com¬ 
mon  stock;  such  preferred  dividends  were  to  be  cumulative  but 
dependent  upon  the  profits  as  declared  by  the  board  of  directors, 
and  no  interest  was  to  accrue  on  delayed  dividends.  There  were 
issued  $9,225,926.12  common  and  $17,544,618.75  preferred  stock. 
In  the  consolidation  of  the  company  into  the  Pittsburgh,  Cin¬ 
cinnati,  Chicago  and  St.  Louis  Railway  Company  the  common 
stock  was  exchangeable  for  common  stock  of  the  new  company 
share  for  share,  and  each  share  of  preferred  stock  for  $66.66 
preferred  stock  and  $33.34  common  stock  of  the  new  company. 
There  were  $525,817  common  stock  and  $11,752.62  preferred 
stock  unexchanged  January  1,  1898. 

MORTGAGES  AND  BONDS. 

The  $22,000,000  mortgage  upon  the  Chicago,  St.  Louis  and 
Pittsburgh  Railroad  is  fully  described  under  Chicago,  St.  Louis 
and  Pittsburgh  Railroad  Company  of  Indiana. 

As  recited  in  this  mortgage  the  company  assumed  the  payment 
of  the  following  prior  sectional  bonds: 

Columbus  and  Indianapolis  Railroad  Company: 


Preferred  first  mortgage  bonds  . $  157,000.00 

Common  first  mortgage  bonds  .  153,500.00 

Second  mortgage  bonds  .  3,500.00 

Columbus  and  Indianapolis  Central  Railway  Company: 

First  mortgage  bonds  .  2,631,000.00 

Second  mortgage  bonds  .  780,000.00 

Chicago  and  Great  Eastern  Railway  Company  (No.  2): 

First  mortgage  bonds  .  109,222.50 

Income  bonds  .  10,150.00 

Chicago  and  Great  Eastern  Railway  Company  (No.  4): 

First  mortgage  bonds  .  116,850.00 

Construction  and  equipment  mortgage  bonds .  6,035-53 

Cincinnati  and  Chicago  Air  Line  Railway  Company: 

First  mortgage  bonds  .  108,500.00 

Sinking  fund  bonds  .  8,350.50 

Columbus  and  Indiana  Central  Railway  Company: 

Income  bonds  .  39,000.00 

Toledo,  Logansport  and  Burlington  Railroad  Company: 

First  mortgage  bonds  .  510,500.00 

Toledo,  Logansport  and  Burlington  Railway  Company: 

Income  bonds  .  41, 534-77 

Union  and  Logansport  Railroad  Company: 

First  mortgage  bonds  . 715,000.00 

Total . $5,390,143-30 


100  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


KOKOMO  BELT  RAILROAD  COMPANY.1 

The  Kokomo  Belt  Railroad  Company  filed  articles  of  associa¬ 
tion  dated  November  21,  1888,  in  the  office  of  the  secretary  of 
state  of  Indiana  November  22,  1888,  for  the  purpose  as  therein 
stated  of  constructing  a  railroad  from  a  point  in  the  center  of 
the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  20.4  feet  south 
of  where  it  crosses  the  north  line  of  section  6,  township  23  north, 
range  No.  4  east,  in  Howard  county,  Indiana,  and  running  thence 
in  a  general  westerly  direction  to  the  Kokomo  Straw  Board 
Works.  The  railroad  was  to  be  about  2*4  miles  in  length. 

The  road  was  opened  for  operation  in  1889. 

This  railroad  consisted  of  a  siding  from  the  main  line  of  the 
Chicago,  St.  Louis  and  Pittsburgh  Railroad  to  ground  occu¬ 
pied  by  various  manufactories  in  Kokomo.  The  board  of  trade 
of  Kokomo  secured  right  of  way  and  paid  for  the  construction 
of  the  road.  It  being  necessary  in  securing  right  of  way  to  form 
a  separate  corporation  the  Kokomo  Belt  Railroad  Company  was 
organized.  An  agreement  was  entered  into  March  9,  1889,  be¬ 
tween  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company 
and  the  Kokomo  Belt  Railroad  Company  whereby  the  Chicago, 
St  Louis  and  Pittsburgh  Railroad  Company  agreed  to  complete 
the  railroad  ready  for  operation  by  July  1,  1889,  in  consideration 
of  the  payment  to  them  of  $12,000.  The  Kokomo  Belt  Railroad 
Company  was  to  furnish  the  right  of  way  as  fast  as  required  and 
procure  the  right  to  cross  the  Lake  Erie  and  Western  Railroad. 
By  another  agreement  of  March  9,  1889,  between  the  two  compa¬ 
nies  the  Kokomo  Belt  Railroad  Company  pledged  itself  to  convey 
the  railroad  to  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad 
Company  when  completed,  in  accordance  with  which  the  Ko¬ 
komo  Belt  Railroad  Company  by  deed  dated  January  27,  1890, 
conveyed  its  railroad,  property  and  franchises  to  the  Chicago,  St. 
Louis  and  Pittsburgh  Railroad  Company  in  consideration  of  $12,- 
000  expended  by  the  latter  company  in  the  construction  of  the 
road. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  articles  of  association  was 
$11,000  in  shares  of  $100  each.  The  Chicago,  St.  Louis  and 
Pittsburgh  Railroad  Company  became  the  possessor  of  all  the 
capital  stock.  The  organization  of  the  company  was  discontinued 


1  See  page  767. 


CORPORATE  HISTORY. 


IOI 


after  the  sale  of  its  property  to  the  Chicago,  St.  Louis  and  Pitts¬ 
burgh  Railroad  Company. 

MORTGAGES  AND  BONDS. 

This  company  created  no  mortgage  debt. 

JEFFERSONVILLE,  MADISON  AND  INDIANAPOLIS 

RAILROAD  COMPANY. 

The  Jeffersonville,  Madison  and  Indianapolis  Railroad  Com¬ 
pany  was  formed  by  consolidation  of  the  Indianapolis  and  Madi¬ 
son  Railroad  Company  and  the  Jeffersonville  Railroad  Company 
June  5,  1866,  taking  effect  May  1,  1866.  The  Indianapolis  and 
Madison  Railroad  Company  was  formed  by  the  reorganization  of 
the  Madison  and  Indianapolis  Railroad  Company  March  28,  1862. 

The  Jeffersonville  Railroad  Company  was  the  successor  by 
change  of  name  of  the  Ohio  and  Indianapolis  Railroad  Company 
by  special  act  of  the  Indiana  legislature  of  January  15,  1849. 

The  Jeffersonville,  Madison  and  Indianapolis  Railroad  Com¬ 
pany  purchased  the  railroad  of  the  Lake  Erie  and  Louisville  Rail¬ 
road  Company  extending  from  Cambridge  City  to  Rushville, 
June  26,  1890.  The  Lake  Erie  and  Louisville  Railroad  Com¬ 
pany  was  formed  by  the  consolidation  of  the  Lake  Erie  and  Pa¬ 
cific  Railroad  Company  and  the  Fremont,  Lima  and  Union  Rail¬ 
road  Company  February  4,  1865. 

The  Shelby  and  Rush  Railroad  Company  sold  its  railroad  ex¬ 
tending  from  Shelbyville  to  Rushville  to  the  Jeffersonville, 
Madison  and  Indianapolis  Railroad  Company  April  10,  1882. 
The  Shelby  and  Rush  Railroad  Company  was  formed  by  the  re¬ 
organization  of  the  Rushville  and  Shelbyville  Railroad  Company 
October  5,  1859. 

The  Columbus  and  Shelby  Railroad  Company  sold  its  railroad 
extending  from  Columbus,  Indiana,  to  Shelbyville,  Indiana,  to 
the  Jeffersonville,  Madison  and  Indianapolis  Railroad  Company 
November  18,  1881. 

MADISON  AND  INDIANAPOLIS  RAILROAD 

COMPANY.1 

The  Madison,  Indianapolis  and  Lafayette  Railroad  Company 
was  incorporated  by  special  act  of  the  Indiana  legislature  ap- 


1  See  volume  4,  page  1,  for  documents. 


102  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


proved  February  3,  1832,  to  construct  a  railroad  from  Madison  to 
Indianapolis,  Indiana,  thence  to  Lafayette,  Indiana,  but  no  work 
was  done  under  this  charter. 

On  January  27,  1836,  the  Indiana  legislature  passed  an  act  en¬ 
titled,  “  An  act  to  provide  for  a  general  system  of  internal  im¬ 
provements/’  providing  among  other  things  for  the  construction 
by  the  state  of  a  railroad  from  Madison,  Indiana,  through  Colum¬ 
bus,  Indianapolis  and  Crawfordsville,  to  Lafayette,  Indiana,  to  be 
called  the  Madison  and  Lafayette  Railroad,  and  appropriating  $1,- 
300,000  for  its  construction.  By  act  of  February  14,  1838,  the 
portion  of  the  road  between  Indianapolis  and  Lafayette  was 
changed  to  a  macadamized  road,  and  the  part  between  Madison 
and  Indianapolis  was  thereafter  called  the  Madison  and  India¬ 
napolis  Railroad.  The  board  of  improvement  which  had  been 
created  by  act  of  January  27,  1836,  commenced  work  in  1836, 
and  on  April  1,  1839,  opened  the  road  for  operation  from  Madi¬ 
son  to  Graham’s  Fork  Bridge  (17  miles),  in  June,  1839,  to  Ver¬ 
non,  and  June  1,  1841,  to  Griffiths  (now  Queensville),  having 
expended  in  the  construction  of  the  road  $1,624,291.93.  A  con¬ 
tract  was  made  April  1,  1839,  between  the  board  of  improvement 
and  David  C.  Branham  and  Co.  for  the  operation  of  the  road 
then  constructed  and  equipped  for  a  rental  of  60  per  cent,  of  the 
gross  earnings.  These  lessees  were  succeeded  June  1,  1840,  by 
Seering  and  Burt  who  operated  the  line  for  71  per  cent,  of  the 
gross  earnings  until  June  1,  1841,  when  the  board  of  improve¬ 
ment  took  possession  of  the  road,  from  which  time  it  was  oper¬ 
ated  by  William  McClure  as  agent  of  the  state  under  the  direc¬ 
tion  of  Philip  Mason  as  commissioner,  until  the  road  was  deliv¬ 
ered  to  the  Madison  and  Indianapolis  Railroad  Company  Feb¬ 
ruary  20,  1843. 

As  the  state  was  without  means  to  complete  the  public  works 
authorized  by  the  act  of  January  27,  1836,  an  act  was  passed  by 
the  Indiana  legislature,  approved  January  28,  1842,  entitled,  “An 
act  for  the  continuance  of  the  construction  of  all  or  any  part  of 
the  public  works  of  this  state  by  private  companies  and  for  abol¬ 
ishing  the  Board  of  Internal  Improvements,”  providing  that  the 
unfinished  portions  of  the  works  of  internal  improvement  con¬ 
templated  by  the  act  of  January  27,  1836,  should  be  surrendered 
and  granted  to  such  associations  as  might  bring  themselves  within 
the  provisions  of  the  act.  It  authorized  the  governor  upon  the 
written  application  of  three  or  more  persons  desirous  of  associat- 


CORPORATE  HISTORY. 


103 


in g  themselves  together  for  the  purpose  of  constructing  any  of 
the  public  works,  specifying  in  their  application  the  particular 
work  the  contemplated  association  wished  to  undertake,  to  ap¬ 
point  three  or  more  suitable  persons  as  commissioners  to  receive 
subscriptions  of  stock,  superintend  the  organization  of  a  com¬ 
pany,  etc.,  and  upon  the  receipt  of  the  report  of  such  commission¬ 
ers  that  all  things  had  been  performed  in  accordance  with  the 
provisions  of  the  act,  to  issue  a  proclamation  to  that  effect. 
Under  this  authority  Benjamin  Irwin,  J.  P.  Drake,  Jesse  Wil¬ 
liams,  Henry  Bradley  and  E.  G.  Whitney  were  appointed  commis¬ 
sioners  to  receive  subscriptions  of  stock  for  continuing  the  con¬ 
struction  of  the  Madison  and  Indianapolis  Railroad  from  Griffiths 
to  Indianapolis. 

A  sufficient  amount  of  stock  having  been  subscribed,  a  meeting 
of  stockholders  was  held  June  17,  1842,  at  which  thirteen  directors 
were  elected  and  a  company  organized  under  the  name  of  the 
Madison  and  Indianapolis  Railroad  Company.  On  June  20,  1842, 
the  governor  issued  his  proclamation  declaring  the  Madison  and 
Indianapolis  Railroad  Company  properly  incorporated. 

An  act  approved  January  31,  1843,  amendatory  to  the  act  of 
January  28,  1842,  authorized  the  road  to  be  delivered  to  the  Madi¬ 
son  and  Indianapolis  Railroad  Company  upon  certain  conditions, 
among  which  was  one  that  the  board  of  directors  of  the  company 
should  file  a  bond  with  satisfactory  security  for  the  faithful  appli¬ 
cation  of  the  income  of  the  road  until  the  year  1846.  The  act 
further  provided  that  the  assent  of  the  company  to  the  provisions 
of  the  act  should  be  filed  in  the  office  of  the  secretary  of  state. 
The  company  formally  accepted  the  act  February  9,  1843,  and  a 
bond  was  executed  the  same  date,  and  the  road  was  surrendered 
to  them  February  20,  1843. 

A  further  amendment  approved  January  13,  1845,  to  the  act 
January  28,  1842,  authorized  the  company  to  borrow  money  and 
issue  bonds,  extended  the  time  for  the  completion  of  the  road  to 
July  1,  1848,  and  continued  the  rental  as  fixed,  to  be  paid  to  the 
state  for  the  period  of  eight  years — January  13,  1853. 

In  accordance  with  the  special  acts  above  referred  to,  the  prop¬ 
erty  was  received  from  the  state  and  held  by  the  company  on 
condition  that  it  should  complete  the  road  to  Indianapolis  before 
July  1,  1848,  pay  an  annual  rental  until  January  13,  1853,  equal 
to  the  net  earnings  of  the  road  for  the  year  1841  ($1,152.00), 
and  from  that  time  until  July  1,  1868,  divide  the  net  profits  ac- 


104  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


cording  to  the  length  of  the  road  which  the  state  and  the  com¬ 
pany  should  have  finished  respectively,  or  give  about  one-third 
to  the  state  and  retain  the  residue.  It  was  provided  that  the 
state  should  have  the  right  on  July  I,  1868,  to  redeem  the  prop¬ 
erty  by  refunding  to  the  company  the  amount  actually  expended 
thereon  by  it  with  interest  at  the  rate  of  6  per  cent,  per  annum 
from  the  date  of  such  expenditure  after  first  deducting  from  such 
6  per  cent,  all  the  net  amount  of  revenue  received  by  the  com¬ 
pany. 

The  road  was  finished  to  Indianapolis  by  the  Madison  and 
Indianapolis  Railroad  Company  and  opened  for  operation  Octo¬ 
ber  1,  1847. 

Two  special  acts  approved  January  19,  1850,  related  to  the 
interest  of  the  state  in  the  road. 

The  special  act  approved  February  28,  1852,  authorized  the 
change  of  route  of  the  road,  and  the  making  of  a  new  terminus 
so  as  to  avoid  the  inclined  plane  at  Madison.  The  company  ex¬ 
pended  over  $309,000  on  this  work,  when  it  was  abandoned  in 
1855.  This  act  also  authorized  the  sale  to  the  company  of  the 
interest  of  the  state  in  the  road  for  $600,000  of  the  stocks  of  the 
state  then  held  by  the  company,  or  $300,000  cash.  The  special 
act  approved  March  1,  1855,  modified  the  terms  of  purchase,  and 
appointed  commissioners  to  arrange  the  terms  of  a  compromise 
for  the  debt  due  the  state  by  the  company  and  to  convey  the  in¬ 
terest  of  the  state  in  the  road  to  the  company.  An  agreement 
was  entered  into  April  12,  1855,  between  the  commissioners ’and 
the  company,  whereby  the  interest  of  the  state  was  conveyed  by 
deed  dated  February  26,  1856,  of  Joseph  A.  Wright,  Thomas  S. 
Stanfield  and  Elijah  Newland  to  the  Madison  and  Indianapolis 
Railroad  Company  in  consideration  of  the  delivery  to  the  com¬ 
missioners  of  $75,000  of  the  5  per  cent,  stocks  of  the  state  of 
Indiana. 

The  company  was  consolidated  with  the  Peru  and  Indianap¬ 
olis  Railroad  Company  October  1,  1853,  under  the  name  of  the 
Madison,  Indianapolis  and  Peru  Railroad  Company.  This  con¬ 
solidation  was  dissolved  as  mentioned  below  by  decree  of  the 
circuit  court  of  Marion  county,  Indiana,  November  12,  1855. 

SALE  OF  ROAD. 

Default  having  been  made  in  the  payment  of  interest  on  the 
bonds  of  the  company,  foreclosure  proceedings  were  instituted 
November  29,  1861,  by  Peter  McMartin,  trustee  of  the  first  mort- 


CORPORATE  HISTORY. 


105 

gage,  in  the  United  States  circuit  court  for  the  district  of  In¬ 
diana,  in  accordance  with  an  agreement  for  the  reorganization  of 
the  company  entered  into  by  the  creditors  and  stockholders  Au¬ 
gust  1,  1861.  A  decree  of  sale  was  rendered  November  29,  1861, 
and  an  order  of  sale  was  issued  January  17,  1862,  under  which 
the  road  was  sold  March  27,  1862,  in  Madison,  Indiana,  to  Elihu 
Day,  John  Ferguson  and  George  Griswold,  Jr.,  trustees,  for 
$325,000,  who,  under  the  general  laws  of  Indiana  of  March  5, 
1859,  and  March  5,  1861,  formed  the  Indianapolis  and  Madison 
Railroad  Company. 

The  sale  was  confirmed  by  the  court  May  28,  1862. 

The  Madison  and  Indianapolis  Railroad  Company  for  a  time 
held  a  controlling  interest  in,  and  operated,  the  Martinsville  and 
Franklin  Railroad  extending  from  Martinsville  to  Fairland,  In¬ 
diana.  This  road  afterward  passed  under  the  control  of  the 
Indianapolis,  Cincinnati  and  Fafayette  Railroad  Company. 

,  CAPITAL  STOCK. 

The  capital  stock  issued  was  $1,648,050. 

In  accordance  with  the  agreement  for  the  reorganization  of  the 
company  dated  August  1,  1861,  holders  were  entitled  to  $100 
common  stock  of  the  Indianapolis  and  Madison  Railroad  Com¬ 
pany  for  each  $400  capital  stock  of  the  Madison  and  Indianapolis 
Railroad  Company. 


MORTGAGES  AND  BONDS. 

Mortgage,  dated  July  10,  1845,  to  John  J.  Palmer,  trustee,  se¬ 
curing  $50,000  bonds  of  $1,000  each,  dated  July  10,  1845,  payable 
August  1,  1850,  bearing  7  per  cent,  interest.  This  mortgage  was 
satisfied  of  record  April  20,  1849. 

Mortgage,  dated  July  11,  1846,  to  John  J.  Palmer,  trustee,  se¬ 
curing  $100,000  bonds  of  $1,000  each,  dated  August  1,  1846,  pay¬ 
able  August  1,  1853,  bearing  7  per  cent,  interest.  This  mort¬ 
gage  was  satisfied  of  record  April  20,  1849. 

First  mortgage,  dated  April  1,  1851,  to  John  J.  Palmer  and  Wil¬ 
liam  H.  Russell,  trustees,  succeeded  by  Peter  McMartin,  No¬ 
vember  20,  1858,  securing  $600,000  bonds  of  $1,000  each,  pay¬ 
able  May  1,  1861,  bearing  7  per  cent,  interest,,  all  of  which  were 
issued.  This  mortgage  was  foreclosed,  and  in  accordance  with 
•the  agreement  of  reorganization  of  August  1,  1861,  the  entire 
claims  of  the  first  mortgage  bondholders  were  satisfied  by  the 


106  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

issue  to  them  of  $685,000  first  mortgage  bonds  of  the  Indianapolis 
and  Madison  Railroad  Company. 

Mortgage  dated  August  12,  1853,  to  Elijah  Newland,  trustee. 
This  mortgage  was  executed  to  secure  payment  to  the  state  of 
the  purchase  money  for  its  interest  in  the  road,  which  was  to  be 
paid  in  four  installments  of  $75,000  each  on  January  1,  1854, 
1855,  1856  and  1857.  The  conditions  of  sale  were  subsequently 
modified  by  the  act  of  March  1,  1855.  By  the  terms  of  a  deed 
and  release  dated  February  26,  1856,  of  Joseph  A.  Wright, 
Thomas  S.  Stanfield  and  Elijah  Newland,  commissioners  ap¬ 
pointed  by  the  act  of  the  Indiana  legislature  of  March  1,  1855, 
to  convey  the  interest  of  the  state  to  the  company,  this  mortgage 
was  declared  to  be  fully  satisfied. 

Second,  or  income  mortgage,  dated  April  16,  1858,  to  Peter 
McMartin  and  Frederick  IT.  Smith,  trustees.  This  mortgage  was 
executed  to  secure  $600,000  income  bonds  dated  October  1,  1853, 
payable  October  1,  1873,  bearing  7  per  cent,  interest,  which  had 
originally  been  issued  unsecured  by  any  mortgage.  These  bonds 
were  convertible  into  capital  stock  of  the  company.  The  agree¬ 
ment  for  reorganization  of  August  1,  1861,  provided  that  holders 
of  the  $546,000  income  bonds  then  outstanding  with  interest 
amounting  to  $124,000,  and  holders  of  $81,878.04  of  scrip  con¬ 
vertible  into  income  bonds  with  interest  thereon  amounting  to 
$41,553.10  should  receive  $100  preferred  stock  of  the  Indianapolis 
and  Madison  Railroad  Company  for  each  $200  of  indebtedness. 

Under  authority  of  the  act  of  January  28,  1842,  the  Madison 
and  Indianapolis  Railroad  Company  issued  scrip  in  denomina¬ 
tions  of  $5.00  redeemable  in  real  estate  which  had  been  sub¬ 
scribed  for  stock.  The  scrip  thus  issued  was  redeemed  by  the 
company. 

MADISON,  INDIANAPOLIS  AND  PERU  RAILROAD 

COMPANY.1 

The  Madison  and  Indianapolis  Railroad  Company  and  the 
Peru  and  Indianapolis  Railroad  Company  entered  into  an  agree¬ 
ment  September  6,  1853,  which  was  amended  September  28,  1853, 
for  consolidation  under  the  name  of  the  Madison,  Indianapolis 
and  Peru  Railroad  Company.  The  amount  of  capital  stock  of 
the  Madison  and  Indianapolis  Railroad  Company  to  be  ex¬ 
changed  for  stock  of  the  new  company  was  fixed  at  $1,650,000. 


1  See  volume  4.  page  56. 


CORPORATE  HISTORY. 


.  107 


The  consolidated  company  executed  a  mortgage  April  24,  1854, 
to  Joshua  N.  Perkins,  trustee,  securing  $600,000  income  bonds 
dated  October  1,  1853,  which  had  been  issued  by  the  Madison 
and  Indianapolis  Railroad  Company  and  $400,000  bonds  to  be 
issued  by  the  Madison,  Indiana  and  Peru  Railroad  Company. 
As  above  stated  the  Madison  and  Indianapolis  Railroad  Com¬ 
pany’s  income  bonds  were  exchanged  for  preferred  stock  of  the 
Indianapolis  and  Madison  Railroad  Company. 

A  portion  of  the  stockholders  of  the  Peru  and  Indianapolis 
Railroad'Company  commenced  proceedings  in  the  Marion  circuit 
court  of  Indiana  against  the  consolidated  company  to  dissolve 
the  consolidation,  whereupon  by  order  of  the  court  the  operation 
of  the  Peru  and  Indianapolis  Railroad  was  transferred  to  the 
original  corporation  September  4,  1854,  and  a  final  decree  was 
entered  by  consent  of  both  parties  November  12,  1855,  dissolving 
the  consolidation.  Stockholders  of  the  Madison  and  Indianap¬ 
olis  Railroad  Company  who  had  surrendered  their  stock  in  ex¬ 
change  for  stock  of  the  consolidated  company  received  back  their 
stock  in  the  Madison  and  Indianapolis  Railroad  Company. 

INDIANAPOLIS  AND  MADISON  RAILROAD 

COMPANY.1 

The  Indianapolis  and  Madison  Railroad  Company  was  formed 
by  the  reorganization  of  the  Madison  and  Indianapolis  Railroad 
Company  under  the  general  laws  of  Indiana  of  March  5,  1859, 
and  March  5,  1861,  in  pursuance  of  an  agreement  of  reorgani¬ 
zation  entered  into  August  1,  1861,  by  the  creditors  and  stock¬ 
holders  of  the  Madison  and  Indianapolis  Railroad  Company. 

The  Madison  and  Indianapolis  Railroad  was  purchased  by 
Elihu  Day,  John  Ferguson  and  George  Griswold,  Jr.,  agents  for 
the  parties  to  the  agreement  for  reorganization,  and  it  was  con¬ 
veyed  to  them  by  deed  dated  March  28,  1862,  of  David  G.  Rose, 
United  States  marshal.  A  certificate  and  articles  were  executed 
by  them  March  28,  1862,  declaring  that  in  accordance  with  the 
above  mentioned  acts,  for  the  purpose  of  owning,  holding  and 
possessing  the  railroad  and  franchises  so  purchased,  they  formed 
a  corporation  by  the  name  of  the  Indianapolis  and  Madison  Rail¬ 
road  Company,  and  named  nine  persons  whom  they  appointed 


1  See  volume  4,  page  63. 


I08  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

directors.  This  certificate  was  filed  in  the  office  of  the  secretary 
of  state  of  Indiana  March  28,  1862,  and  recorded  in  the  counties 
along  the  line. 

The  Indianapolis  and  Madison  Railroad  Company  executed  a 
certificate  of  the  organization  of  the  company  March  28,  1862, 
which  was  recorded  in  the  several  counties  in  April,  1862. 

The  controlling  interest  in  the  Indianapolis  and  Madison  Rail¬ 
road  Company  was  acquired  by  the  Jeffersonville  Railroad  Com¬ 
pany  in  1864,  and  as  each  company  owned  a  line  between  Colum¬ 
bus  and  Edinburg,  the  road  of  the  Indianapolis  and  Madison 
Railroad  Company  was  abandoned  between  those  points  and  the 
track  taken  up. 

The  two  companies  were  consolidated  under  the  name  of  the 
Jeffersonville,  Madison  and  Indianapolis  Railroad  Company  June 
5,  18 66,  to  take  effect  as  of  May  1,  1866. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  and  certificate  dated 
March  28,  1862,  of  Elihu  Day,  John  Ferguson  and  George  Gris¬ 
wold,  Jr.,  was  $850,000,  in  shares  of  $50  each,  of  which  $425,000 
were  preferred  and  $425,000  common. 

There  were  issued  $414,350  preferred  stock  and  $342.11  prefer¬ 
red  stock  scrip,  and  $411,350  common  stock  and  $650  common 
stock  scrip.  The  amendment  of  November  13,  1866,  to  the 
articles  of  consolidation  forming  the  Jeffersonville,  Madison  and 
Indianapolis  Railroad  Company  fixed  the  value  of  the  stock  of 
the  Indianapolis  and  Madison  Railroad  Company  for  the  purpose 
of  consolidation  as  follows:  Preferred  stock  $40  per  share,  pre¬ 
ferred  stock  scrip  80  cents  on  the  dollar;  common  stock  $20  per 
share,  common  stock  scrip  40  cents  on  the  dollar,  making  $331,- 
480  preferred  stock,  $273.69  preferred  stock  scrip,  $164,540  com¬ 
mon  stock,  and  $260  common  stock  scrip,  or  a  total  of  $496,553.- 
69,  for  which  Jeffersonville,  Madison  and  Indianapolis  Railroad 
Company  stock  was  to  be  issued,  and  in  addition,  $2,000,000 
stock  was  to  be  issued  to  the  stockholders  of  the  Jeffersonville 
Railroad  Company  in  exchange  for  their  stock,  with  the  provision, 
however,  that  as  the  capital  stock  of  the  Jeffersonville,  Madison 
and  Indianapolis  Railroad  Company  was  limited  to  $2,000,000, 
the  $2,496,553.69  capital  stock  due  to  the  two  companies  was  to 
be  reduced  to  $2,000,000,  each  stockholder  according  to  his  in¬ 
terest  bearing  proportion  of  the  reduction.  This  entitled  the 


CORPORATE  HISTORY. 


IO9 


stockholders  of  the  Indianapolis  and  Madison  Railroad  Com¬ 
pany  to  $397,800  or  about  20  per  cent,  of  the  capital  stock  of  the 
Jeffersonville,  Madison  and  Indianapolis  Railroad  Company,  to 
be  divided  in  proportion  to  their  respective  claims. 

This  reduction  of  stock  was  effected,  however,  by  the  purchase 
and  cancellation  of  capital  stock  by  the  Jeffersonville,  Madison 
and  Indianapolis  Railroad  Company. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  March  28,  1862,  to  Peter  McMartin  and 
John  Ferguson,  trustees,  securing  $685,000  bonds,  of  which 
$600,000,  numbered  from  1  to  600  inclusive,  were  for  $1,000  each, 
and  $85,000,  numbered  from  601  to  770,  for  $500  each,  dated 
April  1,  1862,  payable  May  1,  1881,  bearing  7  per  cent,  interest, 
all  of  which  were  issued.  The  holder  of  each  bond  was  entitled 
at  any  meeting  of  stockholders  to  one  vote  for  each  $100  of  the 
par  value  of  the  bonds.  In  accordance  with  the  agreement  of  re¬ 
organization  of  August  1,  1861,  all  the  bonds  and  stocks,  claims 
and  demands,  and  other  real  and  personal  property  belonging  to 
the  company  and  not  covered  by  this  mortgage,  were  transferred 
March  28,  1862,  to  Peter  McMartin  and  John  Ferguson,  trustees. 
This  property  by  its  income  and  sale  was  to  constitute  a  sinking 
fund  for  the  redemption  of  these  bonds. 

The  bonds  were  redeemed  by  the  Jeffersonville,  Madison  and 
Indianapolis  Railroad  Company  and  $288,000  destroyed  August 
12,  1871,  and  $397,000  July  13,  1886.  A  release  of  this  mort¬ 
gage  was  executed  September  17,  1886  and  duly  recorded  in  the 
several  counties. 

The  bonds,  stocks  and  other  property  above  mentioned,  which 
were  delivered  to  the  trustees  for  the  purpose  of  providing  a 
sinking  fund,  were  re-conveved  to  the  Jeffersonville,  Madison 
and  Indianapolis  Railroad  Company. 


JEFFERSONVILLE  RAILROAD  COMPANY. 

The  corporate  history  of  the  Jeffersonville  Railroad  Company 
begins  with  the  incorporation  of  the  Ohio  and  Indianapolis  Rail¬ 
road  Company. 


IIO  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

OHIO  AND  INDIANAPOLIS  RAILROAD  COMPANY.1 

This  company  was  incorporated  by  special  act  of  the  Indiana 
legislature  approved  February  3,  1832,  amended  by  act  approved 
February  3,  1837,  to  construct  a  railroad  from  Jeffersonville  via 
Columbus  to  Indianapolis. 

Nothing  having  been  done  under  the  authority  of  this  act,  a 
special  act,  approved  January  20,  1846,  re-incorporated  the  com¬ 
pany,  and  secured  and  perpetuated  its  rights  and  obligations  as 
defined  in  the  acts  of  February  3,  1832,  and  February  3,  1837. 
An  amendatory  act  taking  effect  February  9,  1848,  authorized  the 
extension  of  the  road  from  Jeffersonville  to  any  point  or  points 
other  than  those  indicated  in  the  act  of  January  20,  1846,  and 
also  authorized  the  construction  of  such  branches  as  the  company 
might  deem  necessary.  It  also  granted  to  the  company  the  pow¬ 
ers  and  rights  and  made  it  subject  to  the  liabilities  imposed  by 
the  act  entitled,  “  An  act  to  provide  a  general  system  of  internal 
improvements,”  approved  January  27,  1836,  and  to  have  all  the 
rights,  privileges  and  franchises  granted  to  certain  associations 
by  an  act  entitled,  “  An  act  to  provide  for  the  continuance  of  the 
construction  of  all  or  any  part  of  the  public  works  of  this  state 
by  private  companies,”  etc.,  approved  January  28,  1842.  It  also 
relieved  the  stockholders  and  directors  from  individual  liability 
for  any  obligations  of  the  company,  and  extended  the  time  for  the 
completion  of  the  road  to  February,  1853. 

The  company  was  organized  March  17,  1848. 

The  company  located  the  line  of  road  and  graded  27  miles 
from  Jeffersonville  to  Vienna. 

By  special  act  of  the  Indiana  legislature  approved  January  15,. 
1849,  name  of  the  company  was  changed  to  the  Jeffersonville 
Railroad  Company. 


CAPITAL  STOCK. 

The  amount  of  capital  stock  authorized  by  the  act  of  January 
20,  1846,  was  $1,000,000,  in  shares  of  $100  each. 

MORTGAGES  AND  BONDS. 

No  bonded  debt  was  created  by  the  Ohio  and  Indianapolis 
Railroad  Company. 


1  See  volume  4,  page  79. 


CORPORATE  HISTORY. 


II  I 


JEFFERSONVILLE  RAILROAD  COMPANY.1 

The  Jeffersonville  Railroad  Company  was  the  successor  by 
change  of  name  of  the  Ohio  and  Indianapolis  Railroad  Company 
by  special  act  of  the  Indiana  legislature  approved  January  15, 
1849,  which  was  accepted  by  the  board  of  directors  of  the  Jeffer¬ 
sonville  Railroad  Company  February  3,  1849. 

The  special  act  of  December  29,  1849,  authorized  the  issue  of 
bonds  secured  by  mortgage.  The  special  act  approved  Febru¬ 
ary  7,  1851,  amended  this  act,  and  also  authorized  the  company 
to  receive  in  payment  of  subscriptions  to  the  capital  stock  the 
bonds  of  any  city  or  town. 

The  Jeffersonville  Railroad  Company  completed  the  road,  be¬ 
tween  Jeffersonville  and  Columbus,  Indiana,  and  opened  it  for 
operation  in  the  fall  of  1852. 

As  no  satisfactory  running  arrangement  could  be  made  with  the 
Madison  and  Indianapolis  Railroad  Company  for  the  use  of  their 
road  from  Columbus  to  Indianapolis,  the  Jeffersonville  Railroad 
Company  commenced  the  extension  of  the  road  from  Columbus 
to  Indianapolis.  It  was  extended  as  far  as  Edinburg  and  opened 
for  operation  to  that  point  December  23,  1853,  it  being  the  in¬ 
tention  to  reach  Indianapolis  via  the  Shelbyville  Lateral  Branch 
Railroad,  extending  from  Edinburg  to  Shelbyville,  which  was 
owned  by  the  Jeffersonville  Railroad  Company,  and  from  Shelby¬ 
ville  to  Indianapolis  via  the  line  of  the  Lawrenceburg  and  Upper 
Mississippi  Railroad,  then  in  process  of  construction,  an  agree¬ 
ment  having  been  entered  into  with  that  company  June  10,  1853, 
for  the  use  of  that  portion  of  its  road. 

An  agreement  was  finally  entered  into  October  22,  1853,  with 
the  Madison  and  Indianapolis  Railroad  Company  for  the  use  of 
their  road  between  Edinburg  and  Indianapolis,  whereupon  the 
arrangement  for  running  trains  in  connection  with  the  Lawrence¬ 
burg  and  Upper  Mississippi  Railroad  Company  was  abandoned, 
and  the  trains  of  the  Jeffersonville  Railroad  Company  commenced 
running  over  the  Madison  and  Indianapolis  Railroad  November 
9,  1853.  A  new  agreement  was  entered  into  November  24,  1855, 
taking  effect  December  1,  1855,  to  continue  ten  years,  for  the 
use  of  the  Madison  and  Indianapolis  Railroad  between  Edinburg 
and  Indianapolis.  The  Jeffersonville  Railroad  Company  ac¬ 
quired  a  controlling  interest  in  the  Indianapolis  and  Madison 


1  See  volume  4,  page  98. 


II 2  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Railroad  Company  in  May,  1864,  and  the  tracks  of  the  latter 
company  between  Columbus,  Indiana,  and  Edinburg,  Indiana, 
were  taken  up. 

New  Albany  branch.  The  Clarke  County  Central  Plank  Road 
Company,  owners  of  a  plank  road  between  Jeffersonville  and 
New  Albany,  conveyed  it  by  deed  dated  June  5,  1865,  to  the 
Jeffersonville  Railroad  Company,  the  company  paying  therefor 
five  dollars  per  share  for  each  share  of  the  capital  stock  of  the 
plank  road  company.  This  conveyance  was  authorized  by  acts 
of  the  Indiana  legislature  approved  February  28,  1855,  and 
March  5,  1859.  This  plank  road  had  originally  been  a  turnpike 
owned  by  the  state  of  Indiana,  which  had  relinquished  its  interest 
therein  to  the  plank  road  company  by  special  act  of  the  legisla¬ 
ture  approved  February  5,  1851.  Immediately  after  the  pur¬ 
chase  of  this  plank  road  the  company  commenced  the  construc¬ 
tion  of  a  railroad  thereon,  which  was  completed  from  Jefferson¬ 
ville  to  State  street,  New  Albany,  in  October,  1865.  An  ordi¬ 
nance  was  passed  by  the  city  council  of  New  Albany  June  23, 
1865,  granting  right  of  way  through  the  city,  and  an  ordinance 
of  October  16,  1865,  authorized  further  extension. 

The  Shelbyville  Fateral  Branch  Railroad.  The  road  of  this 
company  extending  from  Edinburg  to  Shelbyville  was  opened 
for  operation  August  1,  1849.  An  agreement  was  entered  into 
July  1,  1851,  between  the  Jeffersonville  Railroad  Company  and 
John  Woodburn  and  Michael  G.  Bright,  by  which  the  Jefferson¬ 
ville  Railroad  Company  was  to  purchase  the  capital  stock  of  the 
Shelbyville  Fateral  Branch  Railroad  Company,  amounting  to 
$141,300,  for  $175,000,  or  $123.85  for  every  $100  of  capital  stock, 
which  was  to  be  payable  in  stock  of  the  Jeffersonville  Railroad 
Company.  The  organization  of  the  Shelbyville  Fateral  Branch 
Railroad  Company  was  to  be  continued  until  suspended  or  super¬ 
seded  by  the  Jeffersonville  Railroad  Company.  The  Jefferson¬ 
ville  Railroad  Company  having  arranged  to  use  the  Indianapolis 
and  Madison  Railroad  from  Edinburg  to  Indianapolis,  and  the 
Columbus  and  Shelby,  and  Shelby  and  Rush  Railroads,  the 
Shelbyville  Fateral  Branch  Railroad  ceased  to  be  operated 
and  the  rails  were  taken  up.  The  Shelbyville  and  Knightstown 
Railroad,  extending  from  Shelbyville  to  Knightstown,  was  oper¬ 
ated  in  connection  with  the  Shelbyville  Fateral  Branch  Railroad 
and  was  abandoned  at  the  same  time. 

The  Jeffersonville  Railroad  Company  was  consolidated  with  the 


CORPORATE  HISTORY. 


IJ3 

Indianapolis  and  Madison  Railroad  Company  under  the  name  of 
the  Jeffersonville,  Madison  and  Indianapolis  Railroad  Company 
June  5,  1866,  to  take  effect  as  of  May  1,  1866. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  act  of  January  20,  1846, 
was  $1,000,000.  By  authority  of  section  13  of  the  same  act  the 
board  of  directors  on  June  30,  1864,  authorized  its  increase  to 
$2,000,000.  All  of  the  $2,000,000  stock  was  issued.  Under  the 
amendment  of  November  14,  1866,  to  the  articles  of  consolida¬ 
tion  forming  the  Jeffersonville,  Madison  and  Indianapolis  Rail¬ 
road  Company  holders  were  entitled  to  receive  stock  of  the  new 
■company  to  the  amount  of  about  80  per  cent,  of  their  holdings. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  February  28,  1851,  to  George  S.  Coe, 
trustee,  covering  the  railroad  between  Jeffersonville  and  Colum¬ 
bus,  Indiana,  securing  $300,000  bonds  of  $1,000  each,  dated 
March  1,  1851,  payable  March  1,  1861,  bearing  7  per  cent,  in¬ 
terest,  of  which  $289,000  were  issued. 

An  agreement  was  entered  into  April  14,  1859,  between  the 
Jeffersonville  Railroad  Company  and  the  holders  of  these  bonds, 
whereby  in  consideration  of  the  postponement  of  the  payment  of 
the  principal  of  the  bonds,  the  company  agreed  to  set  apart  $15,- 
000  semi-annually,  as  a  sinking  fund,  commencing  July  1,  1861, 
until  all  had  been  redeemed.  All  of  these  bonds  were  taken  up 
and  a  release  of  this  mortgage  was  executed  March  14,  1878, 
which  was  recorded  in  the  several  counties. 

Second  mortgage,  dated  March  15,  1853,  to  James  Punnett, 
trustee,  covering  the  road  constructed  from  Jeffersonville  to 
Edinburg  and  to  be  constructed  from  Edinburg  to  Indianapolis, 
securing  $700,000  bonds  of  $1,000  each,  payable  April  1,  1873, 
bearing  7  per  cent,  interest,  of  which  $550,000  were  issued. 
These  bonds  were  all  redeemed  and  destroyed  except  bond  No. 
329,  which  had  been  lost  but  paid  by  the  company  under  a  bond 
of  indemnity,  and  983  coupons.  The  mortgage  was  satisfied  of 
record  in  June,  1877,  in  the  several  counties  in  which  it  had  been 
originally  recorded. 

Capitalized  interest  bonds  not  secured  by  mortgage  dated  Octo¬ 
ber  1,  1859,  payable  October  1,  1869,  were  issued  to  the  amount 
of  $42,000.  Default  having  been  made  in  the  payment  of  cou¬ 
pons  due  October  1,  1858,  and  April  1,  1859,  on  the  second  mort- 
8 


114  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

gage  bonds,  an  agreement  was  entered  into  April  14,  1859,  with 
the  second  mortgage  bondholders  to  fund  the  overdue  coupons 
and  the  one  due  October  1,  1859,  amounting  in  all  to  $42,000, 
into  capitalized  interest  bonds  of  $105  each.  These  bonds  were 
all  issued  and  paid  at  maturity,  and  the  entire  issue  was  destroyed 
August  12,  1871. 

In  addition  to  the' bonds  issued  by  the  Jeffersonville  Railroad 
Company,  the  company  guaranteed  the  payment  of  $200,000 
bonds  of  the  city  of  Louisville  dated  May  1,  1852,  payable  May 
1,  1882,  by  endorsement  on  each  bond.  These  bonds  were  issued 
by  the  city  in  payment  for  $200,000  stock  of  the  Jeffersonville 
Railroad  Company  subscribed  by  the  city.  In  accordance  with 
an  agreement  of  May  30,  1873,  between  the  Jeffersonville,  Madi¬ 
son  and  Indianapolis  Railroad  Company  and  the  city  of  Louis¬ 
ville,  the  $200,000  stock  was  surrendered  to  the  company  and  the 
city  undertook  to  pay  the  bonds  outstanding. 

The  city  of  Jeffersonville  subscribed  for  1,000  shares  of  stock 
of  the  company  under  an  agreement  dated  August  8,  1849,  issu¬ 
ing  its  bonds  in  payment  therefor.  An  agreement  was  made  by 
the  company  with  the  city  of  Jeffersonville  in  November,  1863^ 
whereby  the  stock  was  surrendered  to  the  company  in  considera¬ 
tion  of  its  assuming  the  payment  of  $60,000  bonds  of  the  city 
issued  in  part  payment  for  the  stock. 


JEFFERSONVILLE,  MADISON  AND  INDIANAPOLIS 

RAILROAD  COMPANY.1 

The  Jeffersonville,  Madison  and  Indianapolis  Railroad  Com¬ 
pany  was  formed  by  consolidation  taking  effect  May  I,  1866,  of 
the  Indianapolis  and  Madison  Railroad  Company  and  the  Jeffer¬ 
sonville  Railroad  Company.  Articles  of  consolidation  were  exe¬ 
cuted  April  30,  1866,  under  the  general  law  of  February  23,  1853, 
filed  in  the  office  of  the  secretary  of  state  of  Indiana  June  I,  1866, 
and  recorded  in  the  various  counties  along  the  line  in  May,  1866. 
These  articles  provided  that  the  company  should  be  governed 
by  and  conform  to  the  charter  and  amendments  of  the  Jefferson¬ 
ville  Railroad  Company.  They  were  ratified  by  the  stockholders, 
of  the  Jeffersonville  Railroad  Company  April  16,  1866.  An 
amendment  to  the  articles  of  consolidation,  correcting  the  ap¬ 
portionment  of  the  capital  stock,  was  adopted  by  the  stock- 


1  See  volume  4,  page  117. 


CORPORATE  HISTORY. 


II 5 

holders  of  the  Jeffersonville,  Madison  and  Indianapolis  Railroad 
Company  November  13,  1866. 

The  first  election  for  directors  was  held  and  the  organization 
perfected  June  5,  1866. 

A  contract  was  entered  into  June  5,  1872,  between  the  Jeffer¬ 
sonville,  Madison  and  Indianapolis  Railroad  Company,  Ohio  and 
Mississippi  Railroad  Company,  and  Louisville  and  Nashville 
Railroad  Company  for  the  use  and  operation  of  the  Louisville 
Bridge,  the  company  thus  securing  an  entrance  into  the  city  of 
Louisville. 

In  the  latter  part  of  1871  the  Pennsylvania  Railroad  Company 
acquired  the  capital  stock  of  the  Jeffersonville,  Madison  and 
Indianapolis  Railroad  Company. 

Under  date  of  December  26,  1871,  the  company  leased  its  rail¬ 
road  to  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Com¬ 
pany  for  999  years  from  August  1,  1871,  the  rental  to  be  equiva¬ 
lent  to  the  interest  and  sinking  fund  on  the  funded  debt  and  a 
dividend  of  7  per  cent,  per  annum  on  the  capital  stock  of  $2,000,- 
000.  The  terms  of  the  lease  on  the  part  of  the  Pittsburgh,  Cin¬ 
cinnati  and  St.  Louis  Railway  Company  were  guaranteed  by  the 
Pennsylvania  Railroad  Company.  In  consequence  of  the  oppo¬ 
sition  on  the  part  of  some  of  the  stockholders  of  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railroad  Company,  who  had  brought 
suit  in  the  common  pleas  court  of  Franklin  county,  Ohio,  to 
enjoin  the  execution  of  the  lease,  an  agreement  was  entered  into 
January  1,  1873,  between  the  two  companies  cancelling  the 
lease,  which  was  duly  recorded  in  the  several  counties  along 
the  line. 

Under  date  of  January  1,  1873,  a  new  lease  upon  the  same 
terms,  was  made  to  the  Pennsylvania  Company  for  999  years 
from  January  1,  1873,  the  Pennsylvania  Railroad  Company  guar¬ 
anteeing  performance  on  the  part  of  the  Pennsylvania  Company. 
This  lease  was  terminated  by  a  new  lease  dated  March  8,  1880, 
to  the  Pennsylvania  Company  for  999  years  from  January  1, 
1880,  under  which  the  Pennsylvania  Company  were  to  pay  over 
to  the  Jeffersonville,  Madison  and  Indianapolis  Railroad  Com¬ 
pany  the  entire  net  earnings  of  the  road. 

The  Jeffersonville,  Madison  and  Indianapolis  Railroad  Com¬ 
pany  having  been  consolidated  into  the  Pittsburgh,  Cincinnati, 
Chicago  and  St.  Louis  Railway  Company,  the  lease  was  cancelled 
October  1,  1890. 


Il6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

In  1881  the  Pennsylvania  Railroad  Company  transferred  the 
capital  stock  of  the  Jeffersonville,  Madison  and  Indianapolis  Rail¬ 
road  Company  owned  by  it,  to  the  Pennsylvania  Company. 

The  Jeffersonville,  Madison  and  Indianapolis  Railroad  Com¬ 
pany  was  consolidated  September  18,  1896,  with  the  Pittsburgh, 
Cincinnati  and  St.  Louis'  Railway  Company,  Chicago,  St.  Louis 
and  Pittsburgh  Railroad  Company  and  the  Cincinnati  and  Rich¬ 
mond  Railroad  Company,  under  the  name  of  the  Pittsburgh,  Cin¬ 
cinnati,  Chicago  and  St.  Louis  Railway  Company. 

.  CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  consolidation  was 
$2,000,000  in  shares  of  $100  each,  all  of  which  was  issued.  As 
the  value  of  the  property  of  the  company  exceeded  its  capital 
stock,  the  stockholders  on  November  13,  1866,  in  accordance 
with  article  9  of  the  articles  of  consolidation,  authorized  the 
issue  and  distribution  of  $2,000,000  first  mortgage  bonds  ratably 
among  the  stockholders.  The  stockholders  were  also  entitled 
to  purchase  second  mortgage  bonds  which  were  issued  for  the 
purpose  of  funding  and  distributing  the  surplus  and  profit  and 
loss  account  of  the  company  as  described  below,  at  the  rate  of 
$150  per  bond. 

In  the  consolidation  holders  received  $50  common  stock  and 
$50  preferred  stock  of  the  Pittsburgh,  Cincinnati,  Chicago  and  St. 
Louis  Railway  Company  for  each  $100  of  the  capital  stock  of 
the  Jeffersonville,  Madison  and  Indianapolis  Railroad  Company. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  October  1,  1866,  to  Lawrason  Riggs, 
trustee,  securing  $3,000,000  bonds  of  $1,000  each,  dated  October 
1,  1866,  payable  October  1,  1906,  bearing  7  per  cent,  interest,  of 
which  $2,943,000  were  issued.  The  articles  of  consolidation  pro¬ 
vided  for  the  issue  of  $1,000,000  of  these  bonds  to  pay  the  in¬ 
debtedness  of  the  company  and  $2,000,000  to  be  distributed  pro 
rata  among  the  stockholders.  A  sinking  fund  is  provided  of 
$15,000  per  annum  for  the  purchase  of  bonds  at  not  exceeding 
par  value,  and  in  case  none  are  offered  at  that  price,  the  trustee 
designates  by  lot  the  numbers  of  the  bonds  to  be  retired. 
Through  this  sinking  fund  $1,062,000  have  been  redeemed,  leav¬ 
ing  $1,881,000  outstanding  January  1,  1898. 

Second  mortgage,  dated  July  1,  1870,  to  Lawrason  Riggs, 
trustee,  securing  $2,000,000  bonds  of  $1,000  each,  dated  July  1, 


CORPORATE  HISTORY. 


n 7 

1870,  payable  July  1,  1910,  bearing  7  per  cent,  interest,  of  which 
$1,995,000  were  issued  and  are  now  outstanding. 

This  mortgage  was  authorized  by  the  stockholders  February 
23,  1870,  who  ordered  the  bonds  to  be  sold  exclusively  to  the 
stockholders  in  proportion  to  the  amount  of  stock  held  by  them 
at  a  uniform  price  to  be  determined  by  the  board  of  directors. 
The  board  of  directors  on  May  16,  1870,  authorized  the  bonds 
to  be  issued  to  the  stockholders  at  the  rate  of  $150  per  bond, 
payable  in  cash  or  in  the  earliest  maturing  coupons,  and  in 
order  to  insure  correct  delivery  of  the  bonds,  the  stock  certi¬ 
ficates  were  to  be  surrendered  at  the  time  of  delivery  of  the 
bonds  and  new  certificates  issued. 

On  the  same  date  the  board  of  directors  further  ordered  “  that 
the  issue  of  $2,000,000  second  mortgage  bonds  of  this  company 
shall  be  based  upon  a  fund  to  be  created  by  consolidating  the 
following  accounts,  to  wit: 

1.  The  surplus  fund  of  the  Jeffersonville  Railroad 

Company  . $770,445.64 

2.  The  profit  and  loss  account  of  this  company, 

$862,477.32,  adding  thereto  $67,077.04,  ap¬ 
proximate  net  income  for  half  of  the  year  1870  929,554.36 

3.  The  amount  to  be  derived  from  the  sale  of  said 


second  mortgage  bonds  .  300,000.00 

Making  in  all  a  fund  of . $2,000,000.00 


which  is  hereby  declared  to  be  payable  to  the  stockholders  in 
forty  (40)  years  after  the  first  day  of  July,  1870,  with  interest  at 
the  rate  of  seven  (7)  per  cent,  per  annum,  payable  semi-annually; 
and  the  said  fund  shall  in  the  month  of  July  next  be  charged  off 
upon  the  books  and  the  aforesaid  second  mortgage  bonds  shall 
stand  in  lieu  of  the  same.” 

COLUMBUS  AND  SHELBY  RAILROAD  COMPANY.1 

* 

The  Columbus  and  Shelby  Railroad  Company  filed  articles  of 
association  dated  June  7,  1852,  in  the  office  of  the  secretary  of 
state  of  Indiana  June  8,  1852,  under  the  general  law  approved 
May  11,  1852,  for  the  purpose  of  constructing  a  railroad  from 
Columbus,  Indiana,  to  Shelbyville,  Indiana. 


1  See  volume  4,  page  165. 


Il8  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

The  first  election  for  directors  was  held  June  7,  1852,  and  the 
organization  was  perfected  April  25,  1853. 

Work  was  commenced  in  June,  1853,  and  the  road  opened  for 
operation  in  December,  1853. 

The  road  was  constructed  by  means  furnished  by  the  Madison 
and  Indianapolis  Railroad  Company  and  was  operated  by  that 
company  and  its  successors  during  the  existence  of  the  Columbus 
and  Shelby  Railroad  Company. 

By  deed  of  November  18,  1881,  the  Columbus  and  Shelby  Rail¬ 
road  Company  conveyed  its  railroad  to  the  Jeffersonville,  Madi¬ 
son  and  Indianapolis  Railroad  Company  in  consideration  of  the 
surrender  and  cancellation  of  $200,000  bonds  of  the  Columbus 
and  Shelby  Railroad  Company  which  were  held  by  the  Jefferson¬ 
ville,  Madison  and  Indianapolis  Railroad. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  association  was 
$200,000,  in  shares  of  $50  each,  all  of  which  was  issued.  Of  this 
amount  $50,000  was  held  by  the  city  of  Madison  and  $100,000 
by  the  Madison  and  Indianapolis  Railroad,  the  latter  being  held 
by  that  company  as  collateral  security  on  account  of  having  guar¬ 
anteed  the  principal  and  interest  of  the  bonds  of  the  Columbus 
and  Shelby  Railroad  Company,  and  afterward  delivered  to  the 
trustees  of  the  first  mortgage  bonds  of  the  Indianapolis  and  Madi¬ 
son  Railroad  Company  as  part  of  a  sinking  fund  for  the  redemp¬ 
tion  of  the  bonds  of  that  company. 

The  Jeffersonville,  Madison  and  Indianapolis  Railroad  Com¬ 
pany  subsequently  acquired  all  the  capital  stock  of  the  Columbus 
and  Shelby  Railroad  Company. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  May  1,  1853,  to  James  Winslow,  trustee, 
securing  $200,000  bonds  of  $1,000  each,  dated  May  1,  1853,  pay¬ 
able  May  1,  1873,  bearing  7  per  cent,  interest,  all  of  which  were 
issued.  There  were  $196,000  delivered  to  the  Madison  and  In¬ 
dianapolis  Railroad  Company  for  advances  made  by  that  com¬ 
pany  and  subsequently,  in  accordance  with  the  plan  of  reorgani¬ 
zation  of  August  1,  1861,  delivered  to  the  trustees  of  the  sinking 
fund  for  the  redemption  of  the  first  mortgage  bonds  of  the  In¬ 
dianapolis  and  Madison  Railroad  Company.  The  Jeffersonville, 


CORPORATE  HISTORY. 


I  19 

Madison  and  Indianapolis  Railroad  Company  acquired  the  en¬ 
tire  $200,000  bonds,  and  they  were  cancelled  and  surrendered  to 
the  Columbus  and  Shelby  Railroad  Company  in  consideration  of 
a  deed  executed  by  that  company  November  18,  1881,  conveying 
its  railroad  to  the  Jeffersonville,  Madison  and  Indianapolis  Rail¬ 
road  Company. 

The  mortgage  has  not  been  cancelled  of  record. 

The  city  of  Madison  delivered  $50,000  of  its  bonds  dated  No¬ 
vember  1,  1852,  in  payment  of  a  subscription  of  that  amount  to 
the  capital  stock  of  the  Columbus  and  Shelby  Railroad  Company. 
On  April  25,  1853,  the  board  of  directors  authorized  the  presi¬ 
dent  to  guarantee  the  payment  of  these  bonds  by  endorsement 
on  each  bond,  and  to  advise  the  purchasers  that  they  might  be 
converted  into  capital  stock  of  the  company.  The  bonds  were 
paid  by  the  city  of  Madison. 


RUSHVILLE  AND  SHELBYVILLE  RAILROAD 

COMPANY.1 

The  corporate  history  of  the  Shelby  and  Rush  Railroad  Com¬ 
pany  begins  with  the  incorporation  of  the  Rushville  and  Shelby- 
ville  Railroad  Company  by  special  act  of  the  Indiana  legislature 
approved  January  15,  1844,  authorizing  the  company,  subject  to 
the  provisions  of  an  act  of  January  28,  1842,  entitled,  '‘An  act 
to  provide  for  the  continuance  of  all  or  any  part  of  the  public 
works  of  this  state  by  private  companies,”  etc.,  to  construct  a 
railroad  from  Shelbyville,  Indiana,  to  Rushville,  Indiana.  An 
amendatory  act  of  January  10,  1850,  authorized  the  issue  of  bonds 
to  an  amount  not  exceeding  $75,000,  secured  by  a  mortgage, 
and  also  authorized  the  sale  or  lease  of  the  road. 

Work  was  commenced  in  1848  and  the  road  was  opened  for 
operation  in  August,  1850. 

Default  having  been  made  in  the  payment  of  interest  on  the 
first  mortgage  bonds,  foreclosure  proceedings  were  instituted  by 
lames  F.  D.  Lanier,  trustee,  in  the  United  States  circuit  court 
for  the  district  of  Indiana,  where  a  decree  was  entered  July  8, 
1858,  and  an  order  of  sale  issued  May  19,  1859,  imder  which  the 
road  was  sold  July  6,  1859,  to  F.  H.  Smith  for  $10,500.  J.  L. 
Robinson,  marshal  and  commissioner,  by  deed  of  July  7,  1859, 
conveyed  the  road  to  the  purchaser,  who,  under  the  authority  of 


1  See  volume  4,  page  143. 


120  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  act  of  March  5,  1859,  organized  the  Shelby  and  Rush  Rail¬ 
road  Company.  The  sale  was  confirmed  by  the  court  at  its 
November,  1859,  term. 

• 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  May  1,  1850,  to  James  F.  D.  Lanier, 
trustee,  securing  $40,000  bonds  of  $1,000  each,  payable  May  1, 
i860,  bearing  7  per  cent,  interest.  Default  having  been  made 
in  the  payment  of  interest,  foreclosure  proceedings  were  insti¬ 
tuted  and  a  decree  for  $40,000  principal  and  $8,862.21  interest 
due  on  these  bonds  rendered,  and  the  road  sold  as  above  de¬ 
scribed,  the  proceeds  of  sale  ($10,500)  after  paying  the  costs  of 
suit,  being  delivered  to  J.  F.  D.  Lanier,  trustee,  for  the  benefit 
of  the  bondholders. 


SHELBY  AND  RUSH  RAILROAD  COMPANY.1 

The  Shelby  and  Rush  Railroad  Company  was  organized  by 
the  purchaser  of  the  Rushville  and  Shelbyville  Railroad  under  the 
act  of  the  Indiana  legislature  of  March  5,  1859,  entitled,  “  An 
act  authorizing  the  purchasers  of  railroads,  plank  roads,  turnpike 
roads  and  macadamized  roads  or  parts  thereof  under  mortgage 
sale  or  sales  made  according  to  the  terms  or  deeds  of  trust  to 
organize  as  incorporated  companies  and  prescribing  their  pow¬ 
ers  and  duties,”  which  authorized  the  purchasers  of  railroads  so 
purchased,  by  such  name  as  they  might  assume,  to  hold,  own 
and  possess  the  railroad  so  purchased,  and  to  become  a  distinct 
corporation  under  the  name  so  assumed,  with  all  the  rights  and 
franchises  conferred  by  the  charter  of  the  company  whose  road 
was  so  purchased,  upon  condition  that  within  three  months  from 
the  date  of  purchase,  they  should  proceed  to  organize  such  dis¬ 
tinct  corporation  under  such  original  charter  by  creating  a  stock 
not  exceeding  the  cost  of  the  construction  of  the  road  and  ap¬ 
pointing  a  board  of  directors  equal  in  number  with  that  pre¬ 
scribed  in  the  original  charter. 

The  Rushville  and  Shelbyville  Railroad  was  conveyed  by  deed 
dated  July  7,  1859,  of  John  L.  Robinson,  United  States  marshal 
for  the  district  of  Indiana  to  Frederick  H.  Smith,  the  purchaser 
who  executed  a  certificate  September  30,  1859,  declaring  that  he 
assumed  the  name  of  the  Shelby  and  Rush  Railroad  for  the  pur- 


1  See  volume  4,  page  153. 


CORPORATE  HISTORY. 


1 2 1 


pose  of  holding  the  railroad  so  purchased,  and  naming  thirteen 
persons  as  the  first  board  of  directors. 

The  board  of  directors  organized  October  5,  1859,  and  a  cer¬ 
tificate  of  the  organization  of  the  company  was  executed  and 
recorded  in  Shelby  county,  Indiana,  the  same  date. 

The  new  company  reconstructed  the  road  from  Shelbyville  to 
Rushville  and  relaid  it  with  “  T  ”  rail. 

An  arrangement  was  entered  into  August  13,  1867,  with  the 
Jeffersonville,  Madison  and  Indianapolis  Railroad  Company  for 
operating  the  road. 

On  April  10,  1882,  the  Shelby  and  Rush  Railroad  Company 
executed  a  deed  conveying  its  railroad  to  the  Jeffersonville,  Madi¬ 
son  and  Indianapolis  Railroad  Company  in  consideration  of  the 
cancellation  and  surrender  of  the  entire  issue  ($37,800)  of  the 
first  mortgage  bonds  of  the  Shelby  and  Rush  Railroad  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  certificate  of  the  purchaser 
dated  September  30,  1859,  was  $100,000  in  shares  of  $50  each, 
all  of  which  was  issued.  As  above  mentioned,  the  railroad  of  the 
Shelby  and  Rush  Railroad  Company  was  conveyed  to  the  Jeffer¬ 
sonville,  Madison  and  Indianapolis  Railroad  Company  April  10, 
1882,  and  its  separate  corporate  existence  ended.  The  entire 
capital  stock  was  purchased  by  the  Jeffersonville,  Madison  and 
Indianapolis  Railroad  Company. 

MORTGAGES  AND  BONDS. 

On  November  7,  1859,  the  company  executed  a  mortgage  to 
Joseph  Hamilton  and  others  covering  the  entire  road,  to  secure 
the  mortgagees,  who,  in  accordance  with  an  agreement  of  No¬ 
vember  7,  1859,  had  executed  their  joint  and  several  notes 
amounting  to  $28,000  to  provide  means  for  relaying  the  road  with 
“  T  ”  rail.  The  company  assigned  to  the  mortgagees  subscrip¬ 
tions  made  by  citizens  of  Rush  county  amounting  to  $35,000 
pavable  when  the  relaying  was  completed  from  Shelbyville  to 
Rushville,  and  the  mortgage  w7as  given  to  secure  them  against 
contingency  of  a  failure  on  the  part  of  the  company  to  relay  the 
track.  A  release  of  the  mortgage  was  executed  May  18,  i860, 
and  recorded  June  20,  i860. 

Mortgage,  dated  May  1,  i860,  to  Frederick  H.  Smith,  Jr.,  trus¬ 
tee,  securing  $50,000  bonds,  dated  May  1,  i860,  payable  May  1, 


1 22  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


1870,  bearing-  6  per  cent,  interest,  of  which  $15,500,  numbered 
from  1  to  31  inclusive,  were  for  $500  each,  $8,200,  numbered 
from  32  to  72  inclusive,  for  $200  each,  $12,100,  numbered  from 
73  to  193  inclusive,  for  $100  each,  and  $14,200,  numbered  from 
194  to  477  inclusive,  for  $50  each.  There  were  $37,800  issued, 
of  which  $13,000  were  for  $500  each,  $7,600  for  $200  each,  $7,- 
600  for  $100  each,  and  $9,600  for  $50  each.  The  Shelby  and 
Rush  Railroad  Company  conveyed  its  railroad  to  the  Jefferson¬ 
ville,  Madison  and  Indianapolis  Railroad  Company  April  10, 
1882,  in  consideration  of  the  cancellation  and  surrender  of  these 
$37,800  bonds  which  were  held  by  that  company.  Of  these  bonds 
$37,000  were  surrendered  and  cancelled  July  1,  1882.  Bonds 
Nos.  46  and  53  for  $200  each,  Nos.  113  and  179  for  $100  each 
and  Nos.  339  and  340  for  $50  each,  amounting  in  all  to  $700, 
could  not  be  found,  and  a  bond  of  indemnity  was  executed  May 
26,  1882,  by  the  Jeffersonville,  Madison  and  Indianapolis  Rail¬ 
road  Company  to  the  Shelby  and  Rush  Railroad  guaranteeing  to 
pay  them  on  presentation.  The  $12,200  unissued  bonds  were 
destroyed  September  1,  1882. 

LAKE  ERIE  AND  LOUISVILLE  RAILROAD 

COMPANY.1 

The  Lake  Erie  and  Louisville  Railroad  Company  was  formed 
by  consolidation  of  the  Lake  Erie  and  Pacific  Railroad  Company, 
which  was  incorporated  to  build  a  road  from  Union  City  to  Rush- 
ville,  Indiana,  and  the  Fremont,  Lima  and  Union  Railroad  Com¬ 
pany,  organized  for  the  purpose  of  building  a  road  from  Fremont 
to  Union  City,  Indiana. 

Articles  of  consolidation  were  entered  into  December  8,  1864, 
ratified  by  the  stockholders  of  the  Fremont,  Lima  and  Union 
Railroad  Company  January  14,  1865,  and  by  the  stockholders  of 
the  Lake  Erie  and  Pacific  Railroad  Company  January  28,  1865; 
and  filed  in  the  offices  of  the  secretaries  of  state  of  Ohio  and 
Indiana  February  4,  1865. 

The  first  election  for  directors  was  held  and  the  organization 
completed  March  1,  1865. 

At  the  time  of  the  consolidation  all  that  part  of  the  Lake  Erie 
and  Pacific  Railroad  between  Cambridge  City  and  Union  City 
was  grubbed  and  cleared  and  all  except  five  miles  had  been 


1  See  volume  4.  page  181. 


CORPORATE  HISTORY. 


123 


graded.  South  of  Cambridge  City  about  half  the  grading  had 
been  done.  The  Fremont,  Lima  and  Union  Railroad  Company 
had  nearly  completed  its  road  between  Fremont  and  Lima  but 
had  opened  for  traffic  only  the  portion  between  Fremont  and 
Findlay. 

The  Lake  Erie  and  Louisville  Railroad  Company  opened  the 
road  for  operation  a  short  distance  south  of  Findlay,  Ohio.  On 
August  28,  1866,  an  agreement  was  entered  into  between  the 
Lake  Erie  and  Louisville  Railroad  Company,  the  Columbus  and 
Indianapolis  Central  Railway  Company  and  the  Jeffersonville, 
Madison  and  Indianapolis  Railroad  Company,  by  which  the  latter 
two  companies  were  to  complete  the  portion  of  road  between 
Cambridge  City  and  Rushville,  and  receive  bonds  of  the  Lake 
Erie  and  Louisville  Railroad  Company  for  the  amounts  advanced 
by  them.  When  completed  the  road  was  to  be  operated  by  the 
two  companies,  and  they  were  to  pay  interest  on  the  mortgage 
debt.  The  road  was  opened  for  operation  from  Cambridge  City 
to  Rushville  in  1867. 

In  1862  the  Fremont,  Lima  and  Union  Railroad  Company  exe¬ 
cuted  a  mortgage  covering  the  road  from  Fremont  to  Union 
City,  and  October  1,  1866,  the  Lake  Erie  and  Louisville  Railroad 
Company  executed  a  mortgage  covering  the  road  between  Union 
City  and  Cambridge  City.  The  trustees  of  these  two  mortgages 
jointly  commenced  foreclosure  proceedings  in  the  United  States 
circuit  court  for  the  northern  district  of  Ohio  and  district  of  In¬ 
diana  March  29,  1871.  L.  Q.  Rawson  was  appointed  receiver 
April  4,  1871,  by  the  United  States  circuit  court  for  the  northern 
district  of  Ohio,  which  appointment  was  duly  ratified  by  the  In¬ 
diana  court. 

Under  a  decree  of  the  Ohio  court  of  May  31,  1871,  and  an 
auxiliary  decree  of  the  Indiana  court  of  June  1,  1871,  the  road 
from  Cambridge  City  to  Fremont  was  sold  July  27,  1871,  to 
George  T.  M.  Davis,  trustee,  who  conveyed  the  portion  from 
Union  City  to  Cambridge  City  to  the  Lake-  Erie  and  Louisville 
Railway  Company  by  deed  of  December  4,  1871,  and  the  portion 
from  Fremont  to  Union  City  to  the  Fremont,  Lima  and  Uffion 
Railway  Company  by  deed  of  December  26,  1871.  The  portion 
of  road  between  Cambridge  City  and  Union  City  was  never  com¬ 
pleted;  that  north  of  Union  City  is  now  part  of  the  Lake  Erie  and 
Western  Railroad.  This  sale  left  in  the  possession  of  the  Lake 
Erie  and  Louisville  Railroad  Company  only  the  portion  of  road 


124  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


between  Cambridge  City  and  Rushville,  which  was  operated  by 
the  Jeffersonville,  Madison  and  Indianapolis  Railroad  Company 
under  the  agreement  of  August  28,  1866. 

By  deed  of  June  26,  1890,  the  Lake  Erie  and  Louisville  Rail¬ 
road  Company  conveyed  its  railroad  to  the  Jeffersonville,  Madi¬ 
son  and  Indianapolis  Railroad  Company  in  consideration  of  the 
cancellation  and  surrender  of  $347,000  outstanding  bonds  of  the 
company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  consolidation  was 
$6,000,000,  in  shares  of  $50  each,  of  which  $1,070,850  was  issued, 
of  which  the  Pennsylvania  Company  acquired  $801,500  prior  to 
■  the  sale  of  the  road  to  the  Jeffersonville,  Madison  and  India¬ 
napolis  Railroad  Company,  besides  further  amounts  acquired 
since. 

MORTGAGES  AND  BONDS. 

Mortgage,  dated  September  25,  1866,  to  George  T.  M.  Davis, 
trustee,  covering  the  road  between  Cambridge  City  and  Rush¬ 
ville,  securing  $400,000  bonds  of  $1,000  each,  dated  September 
25,  1866,  payable  January  1,  1900,  bearing  7  per  cent,  interest, 
of  which  $347,000  were  issued.  In  pursuance  of  the  contract  of 
August  28,  1866,  with  the  Jeffersonville,  Madison  and  Indian¬ 
apolis  Railroad  Company  and  the  Columbus  and  Indianapolis 
Central  Railroad  Company  these  $347,000  bonds  were  delivered 
to  those  companies,  the  obligation  of  the  latter  company  under 
this  agreement  being  subsequently  assumed  by  the  Pittsburgh,, 
Cincinnati  and  St.  Louis  Railway  Company  through  its  lease 
of  the  Columbus,  Chicago  and  Indiana  Central  Railway.  The 
Lake  Erie  and  Louisville  Railroad  Company  conveyed  its  rail¬ 
road  to  the  Jeffersonville,  Madison  and  Indianapolis  Railroad 
Company  in  consideration  of  the  cancellation  and  surrender  of 
these  $347,000  bonds,  all  of  which  were  held  by  the  latter  com¬ 
pany. 

Mortgage,  dated  October  1,  1866,  to  George  T.  M.  Davis,  trus¬ 
tee,  covering  the  road  between  Cambridge  City  and  Union  City, 
Indiana,  securing  $700,000  bonds  of  $1,000  each,  dated  October 
1,  1866,  payable  January  1,  1900,  bearing  7  per  cent,  interest,  of 
which  $90,000  were  issued.  This  mortgage  was  foreclosed  as 
above  shown,  and  the  portion  of  road  which  it  covered  sold,  and 
a  new  company  organized  under  the  name  of  the  Lake  Erie  and 
Louisville  Railway  Company  to  hold  it. 


CORPORATE  HISTORY. 


125 


LAKE  ERIE  AND  PACIFIC  RAILROAD  COMPANY.1 

This  company  filed  articles  of  association,  dated  June  22,  i860, 
in  the  office  of  the  secretary  of  state  of  Indiana,  October  6,  i860, 
under  the  general  laws  of  the  state,  to  construct  a  railroad  from 
Rushville  through  Rush,  Fayette  and  Randolph  counties  to 
Union  City,  Indiana. 

A  contract  was  entered  into  December  23,  1861,  for  the  con¬ 
struction  of  the  road  under  which  most  of  the  grading  was  com¬ 
pleted  from  Cambridge  City  to  Union  City,  and  about  half  of  it 
between  Cambridge  City  and  Rushville.  Work  was  abandoned 
by  the  company  in  1864.  The  company  was  consolidated  March 
1,  1865,  with  the  Fremont,  Lima  and  Union  Railroad  Company 
under  the  name  of  the  Lake  Erie  and  Louisville  Railroad  Com¬ 
pany. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  articles  of  association  was 
$1,000,000,  in  shares  of  $50  each.  Holders  were  entitled  to  an 
equal  amount  of  the  capital  stock  of  the  Lake  Erie  and  Louisville 
Railroad  Company. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  March  31,  1863,  to  George  A.  Robbins 
and  George  T.  M.  Davis,  trustees,  securing  $890,000  bonds  of 
$1,000  each,  dated  March  31,  1863,  payable  June  1,  1890,  bear¬ 
ing  7  per  cent,  interest.  None  of  these  bonds  were  sold.  A  con¬ 
tract  was  entered  into  November  14,  1864,  with  James  Oswald, 
by  which  in  consideration  of  the  cancellation  of  his  contract  for 
the  construction  of  the  road  the  company  agreed  to  pay  him 
$70,000  of  these  bonds  which  were  to  be  converted  into  bonds  of 
the  Lake  Erie  and  Louisville  Railroad  Company.  On  June  14, 
1866,  an  agreement  was  made  for  the  cancellation  of  the  con¬ 
tract  for  $23,000  of  the  first  mortgage  bonds  of  the  Lake  Erie 
and  Louisville  Railroad  Company.  This  settlement  was  disputed 
by  certain  parties  claiming  an  interest  in  the  bonds  to  be  issued 
and  the  Lake  Erie  and  Louisville  Railroad  Company  brought 
suit  against  them  to  have  their  claim  set  aside  so  that  the  bonds 
and  mortgage  of  the  Lake  Erie  and  Pacific  Railroad  Company 
could  be  cancelled.  The  common  pleas  court  of  Fayette  county 
decided  the  claim  of  these  parties  to  be  invalid  and  ordered  the 


1  See  volume  4,  page  169. 


126  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

bonds  of  the  Lake  Erie  and  Pacific  Railroad  Company  to  be 
surrendered  and  the  mortgage  cancelled.  This  decision  was 
affirmed  by  the  supreme  court  of  Indiana  October  9,  1869  (Pain 
et  al.  vs.  L.  E.  &  L.  R.  R.  Co.,  Indiana  Reports  XXXI,  Black). 

The  trustees  executed  a  release  of  the  mortgage  June  8,  1870, 
which  was  recorded  in  September,  1870,  in  the  several  counties 
in  which  the  mortgage  was  originally  recorded. 


FREMONT,  LIMA  AND  UNION  RAILROAD  COM¬ 
PANY.1 

The  Fremont,  Lima  and  Union  Railroad  Company  was  formed 
by  the  reorganization  of  the  Fremont  and  Indiana  Railroad  Com¬ 
pany,  which  was  organized  April  25,  1853,  to  build  a  railroad 
from  Fremont  to  Union  City,  and  whose  road  was  sold  under 
foreclosure  in  December,  1861,  and  a  new  company  organized 
by  the  purchasers  under  the  name  of  the  Fremont,  Lima  and 
Union  Railroad  Company.  A  certificate  of  incorporation,  exe¬ 
cuted  January  6,  1862,  was  filed  by  the  Fremont,  Lima  and  Union 
Railroad  Company  in  the  office  of  the  secretary  of  state  of  Ohio 
January  21,  1862. 

The  first  election  for  directors  was  held  March  3,  1862. 

The  company  opened  for  operation  the  road  between  Fremont 
and  Findlay,  and  prepared  for  laying  the  track  the  portion  be¬ 
tween  Findlay  and  Lima.  The  company  was  consolidated  March 
1,  1865,  with  the  Lake  Erie  and  Pacific  Railroad  Company  under 
the  name  of  the  Lake  Erie  and  Louisville  Railroad  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  certificate  of  incorporation 
was  $1,500,000.  Holders  were  entitled  to  receive  an  equal 
amount  of  the  stock  of  the  Lake  Erie  and  Louisville  Railroad 
Company  and  60  per  cent,  in  addition. 

MORTGAGES  AND  BONDS. 

A  mortgage  was  executed  in  1862,  to  N.  A.  Cowdrey,  trustee, 
covering  the  road  between  Fremont  and  Union  City,  securing 
$500,000  bonds. 

This  mortgage  was  foreclosed,  the  road  sold,  and  a  new  com¬ 
pany  organized  under  the  name  of  the  Fremont,  Lima  and  Union 
Railway  Company. 


1  See  volume  4,  page  181. 


CORPORATE  HISTORY. 


127 


CINCINNATI  AND  RICHMOND  RAILROAD 

COMPANY. 

The  Cincinnati  and  Richmond  Railroad  Company  was  formed 
by  consolidation  of  the  Cincinnati  and  Richmond  Railroad  Com¬ 
pany,  the  Cincinnati,  Richmond  and  Chicago  Railroad  Company, 
and  the  Richmond  and  Miami  Railway  Company  April  2,  1890. 

The  Cincinnati,  Richmond  and  Chicago  Railroad  Company 
was  formed  by  the  reorganization  of  the  Eaton  and  Hamilton 
Railroad  Company  April  30,  1866.  The  Eaton  and  Hamilton 
Railroad  Company  was  formed  by  consolidation  of  the  Eaton  and 
Hamilton  Railroad  Company  and  the  Richmond  and  Miami 
Railroad  Company  December  1,  1854,  the  Richmond  and  Miami 
Railroad  being  afterwards  separated  from  the  consolidated  line 
by  its  sale  under  foreclosure. 

The  Richmond  and  Miami  Railway  Company  was  formed  by 
reorganization  of  the  Richmond  and  Miami  Railroad  Company 
April  30,  1862. 

EATON  AND  HAMILTON  RAILROAD  COMPANY 

(No.  i).1 

The  Eaton  and  Hamilton  Railroad  Company  was  originally 
incorporated  by  special  act  of  the  Ohio  legislature  February  8, 
1847,  amended  by  acts  of  March  21,  1850,  and  March  25,  1850. 

An  act  to  amend  and  consolidate  these  acts  was  passed  March 
7,  1851.  The  company  was  authorized  to  construct  a  railroad 
from  Hamilton,  Ohio,  to  Eaton,  Ohio,  thence  to  the  state  line 
between  Ohio  and  Indiana.  It  was  also  authorized  to  extend 
the  road  to  Cincinnati  and  to  build  branches  from  the  main  line. 
Section  24  provided  that  when  this  act  was  accepted  by  the  board 
of  directors  of  the  company  by  a  journal  entry  to  that  effect,  all 
acts  and  parts  of  acts  previously  passed,  conflicting  with,  restrict¬ 
ing  or  impairing  the  privileges  thereby  granted,  should  be  from 
thenceforth  repealed,  saving  to  the  company  all  rights  acquired 
and  leaving  it  responsible  for  all  its  liabilities  under  its  former 
acts  of  incorporation.  The  act  was  accepted  by  the  company 
March  31,  1851. 

A  special  act,  approved  March  20,  1851,  authorized  certain 
townships  in  Preble  county  to  subscribe  to  the  capital  stock. 


'  See  page  771. 


128  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

The  first  election  for  directors  was  held  June  13,  1848,- and  the 
organization  was  perfected  June  17,  1848.  The  road  was  opened 
for  operation  early  in  1853,  the  track  of  the  Cincinnati,  Hamil¬ 
ton  and  Dayton  Railroad  Company  being  used  between  Hamil¬ 
ton  and  the  junction  of  the  two  roads  west  of  the  Miami  river 
north  of  Hamilton. 

On  January  21,  1853,  the  company  authorized  the  construction 
of  a  branch  from  Eaton,  through  Lewisburg,  Euphemia  and  Mil- 
ton,  to  Piqua,  Ohio,  about  35  miles  in  length,  to  be  built 
from  stock  subscriptions  to  that  branch.  Right  of  way  was  ac¬ 
quired,  and  about*  $175,000  stock  subscribed,  of  which  $34,000 
was  issued.  A  contract  was  made  with  the  Louisville  and  San¬ 
dusky  Railroad  Company  January  27,  1854,  transferring  to  that 
company  the  Piqua  branch  and  capital  stock  subscribed  thereto, 
the  Louisville  and  Sandusky  Railroad  Company  agreeing  to  issue 
its  capital  stock  in  exchange  for  stock  in  the  Piqua  branch  al¬ 
ready  issued.  Owing  to  the  failure  of  the  Louisville  and  San¬ 
dusky  Railroad  Company  to  perform  its  part  of  the  contract  this 
agreement  was  not  carried  out.  The  Piqua  branch  was  not  con¬ 
structed. 

The  company  was  consolidated  December  1,  1854,  with  the 
Richmond  and  Miami  Railroad  Company  under  the  name  of  the 
Eaton  and  Hamilton  Railroad  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  act  of  March  7,  1851,  was 
$600,000,  in  shares  of  $25  each,  with  authority  to  increase  it  to 
$2,000,000.  On  November  10,  1851,  the  board  of  directors  au¬ 
thorized  its  increase  to  $2,000,000.  The  agreement  for  consolida¬ 
tion  with  the  Richmond  and  Miami  Railroad  Company  provided 
for  the  merging  of  the  capital  stock  of  the  Richmond  and  Miami 
Railroad  Company  into  the  capital  stock  of  the  Eaton  and  Ham¬ 
ilton  Railroad  Company  but  did  not  provide  for  the  issue  of  new 
stock  to  the  stockholders  of  the  latter  company. 

MORTGAGES  AND  BONDS. 

Mortgages  dated  December  27,  1850  and  July  30,  1851,  to  the 
city  of  Cincinnati.  Under  the  authority  of  the  special  act  of  the 
Ohio  legislature  passed  March  20,  1850,  the  city  of  Cincinnati, 
by  resolution  of  its  city  council  adopted  November  29,  1850,  au- 


t 


CORPORATE  HISTORY. 


I29 


thorized  the  loan  of  $150,000  bonds  of  the  city  to  the  Eaton  and 
Hamilton  Railroad  Company,  bearing  6  per  cent,  interest,  which 
was  to  be  paid  by  the  company  under  the  direction  of  the  city 
council.  As  security  for  this  loan  the  company  executed  $150,- 
000  of  its  bonds  known  as  first  mortgage  bonds  of  $1,000  each, 
payable  January  1,  1878,  bearing  6  per  cent,  interest,  secured  by 
two  mortgages  to  the  city  of  Cincinnati  covering  its  railroad, 
one  dated  December  27,  1850,  and  the  other  July  30,  1851.  In 
accordance  with  the  agreement  for  reorganization  of  the  Eaton 
and  Hamilton  Railroad  Company  (No.  2)  entered  into  June  1, 
1865,  the  city  of  Cincinnati  received  $150,000  first  mortgage 
bonds  of  the  Cincinnati,  Richmond  and  Chicago  Railroad  Com¬ 
pany  in  full  satisfaction  of  their  claim  against  the  company. 
Both  mortgages  were  cancelled  of  record  in  Hamilton,  Butler 
and  Preble  counties  in  August,  1866. 

Second  mortgage,  dated  January  1,  1852,  to  Joseph  B.  Var- 
num,  George  Carlisle  and  John  P.  Reznor,  trustees,  securing 
$300,000  bonds  of  $1,000  each,  dated  January  1,  1852,  payable 
January  1,  1862,  bearing  7  per  cent,  interest,  all  of  which  were 
issued.  This  mortgage  was  foreclosed  as  described  below,  and 
in  accordance  with  the  agreement  for  the  reorganization  of  the 
Eaton  and  Hamilton  Railroad  Company  (No.  2)  entered  into 
June  1,  1865,  the  holders  of  these  bonds  received  in  full  satisfac¬ 
tion  of  their  claims  against  the  company  an  equal  amount  of  the 
first  mortgage  bonds  of  the  Cincinnati,  Richmond  and  Chicago 
Railroad  Company.  They  also  received  $12,000  as  a  considera¬ 
tion  for  entering  into  the  agreement,  and  were  relieved  from  the 
payment  of  reorganization  expenses. 

Third  mortgage,  dated  November  1,  1852,  to  George  Carlisle, 
trustee,  securing  $100,000  bonds  of  $1,000  each,  payable  January 
1,  1858,  bearing  7  per  cent,  interest,  all  of  which  were  issued. 
Of  these  bonds  $26,000  were  converted  into  capital  stock,  and  in 
accordance  with  the  agreement  of  reorganization  of  June  1,  1865, 
$40,000  of  the  first  mortgage  bonds  of  the  Cincinnati,  Richmond 
and  Chicago  Railroad  Company  were  divided  pro  rata  among 
the  holders  of  the  remaining  $74,000  bonds  in  full  satisfaction  of 
their  claims. 

Real  estate  mortgage,  dated  November  9,  1853,  to  Timothy  S. 
Goodman  and  Nicholas  W.  Thomas,  trustees,  covering  real  estate 
owned  by  the  company  in  Hamilton  county,  Ohio,  securing  $150,- 
000  real  estate  bonds  of  $1,000  each,  dated  December  1,  1853, 
9 


130  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

payable  December  1,  1873,  bearing  8  per  cent,  interest,  all  of 
which  were  issued.  These  bonds  were  paid  and  cancelled  in 
1861,  and  the  mortgage  was  satisfied  of  record  July  24,  1865. 

Sterling  bonds  not  secured  by  mortgage  numbered  from  1  to 
64  inclusive,  of  which  numbers  16,  32,  48  and  64  were  for  £473 
each,  and  the  remainder  for  £500  each,  all  dated  July  1,  1851, 
payable  July  1,  1871,  and  £500  in  denominations  of  £100  each, 
payable  August  1,  1871,  were  issued  by  the  company.  Of  these 
bonds  11  for  £500  each  were  converted  into  capital  stock.  The 
remaining  £26,900  (equal  to  $130,734)  were,  in  accordance  with 
the  plan  of  reorganization  exchanged  for  $70,000  first  mortgage 
bonds  of  the  Cincinnati,  Richmond  and  Chicago  Railroad  Com¬ 
pany. 

An  issue  of  domestic  bonds  not  exceeding  $100,000  in  sums  to 
suit  purchasers,  payable  five  years  after  date  bearing  12  per  cent, 
interest,  was  authorized  by  the  board  of  directors  May  17,  1854. 
They  were  not  secured  by  mortgage. 


EATON  AND  HAMILTON  RAILROAD  COMPANY 

(No.  2).1 

The  Eaton  and  Hamilton  Railroad  Company  (No.  2)  was 
formed  by  consolidation  of  the  Eaton  and  Hamilton  Railroad 
Company  (No.  1)  and  the  Richmond  and  Miami  Railroad  Com¬ 
pany,  under  authority  of  section  8  of  the  act  of  March  7,  1851, 
incorporating  the  Eaton  and  Hamilton  Railroad  Company  and 
of  the  general  law  of  Indiana  of  February  23,  1853.  Articles  of 
consolidation  were  entered  into  by  the  two  companies  dated  No¬ 
vember  21,  1854,  taking  effect  December  1,  1854,  and  were  duly 
ratified  by  the  stockholders  of  the  two  companies.  They  were 
not  filed  in  the  office  of  the  secretary  of  state  of  Ohio  or  of  In¬ 
diana. 

The  articles  of  consolidation  specified  that  “  the  corporate  name, 
franchises,  rights,  immunities  and  organization  of  the  said  Eaton 
and  Hamilton  Railroad  Company  shall  be  preserved  and  remain 
intact;  and  the  said  consolidated  company  shall  be  known  by  and 
its  business  transacted  in  that  name,  in  every  sense  as  if  this  con¬ 
solidation  had  not  taken  place,  except  so  far  merely  as  the  en- 


1  See  page  829. 


CORPORATE  HISTORY. 


131 

larged  interests  of  the  company  and  a  compliance  with  the  laws 
of  Indiana  may  modify  or  vary  the  same.” 

In  October,  1856,  Joseph  B.  Varnum,  George  Carlisle  and 
John  P.  Reznor,  trustees  of  the  second  mortgage  of  the  Eaton 
and  Hamilton  Railroad  Company,  dated  January  1,  1852,  filed  a 
petition  in  the  common  pleas  court  of  Butler  county,  Ohio,  for 
the  appointment  of  a  receiver  and  the  foreclosure  of  the  mort¬ 
gage.  A  supplemental  petition  was  filed  January  6,  1858,  to 
enforce  the  rights  of  the  holders  of  the  bonds  secured  by  the 
first  and  second  mortgages  of  the  Richmond  and  Miami  Railroad 
Company.  David  Barnet  was  appointed  receiver  by  the  court 
at  its  February,  1858,  term.  By  consent  of  parties  to  the  suit 
a  compromise  decree  was  rendered  June  13,  1859,  fixing  the 
amount  and  providing  the  manner  of  payment  of  the  indebted¬ 
ness  of  the  company,  rescinding  the  appointment  of  David  Barnet 
as  receiver,  and  appointing  T.  Torrence,  E.  W.  McGuire  and  D. 
McLaren,  officers  of  the  company  as  receivers.  This  decree  also 
provided  for  the  sale  of  the  Ohio  portion  of  the  road  in  case  of 
default  in  the  payment  of  the  interest  on  the  mortgage  debts  on 
that  portion  of  the  road. 

While  this  suit  was  pending  proceedings  were  instituted  Octo¬ 
ber  27,  1859,  'm  the  Wayne  circuit  court  by  John  Hunt  and  oth¬ 
ers,  holders  of  first  mortgage  bonds  of  the  Richmond  and  Miami 
Railroad  Company,  for  the  sale  of  the  portion  of  road  in  Indiana. 
The  Eaton  and  Hamilton  Railroad  Company  and  George  Car¬ 
lisle,  trustee,  were  made  defendants  in  this  suit.  A  decree  of  sale 
was  made  February  5,  1861,  under  which  the  Indiana  part  of  the 
road  was  sold  January  25,  1862,  and  the  sale  was  confirmed  Feb¬ 
ruary  10,  1862.  This  action  was  resisted  and  the  case  appealed 
by  the  Eaton  and  Hamilton  Railroad  Company  to  the  Indiana 
supreme  court,  and  at  the  May  term,  1863,  of  that  court,  the  judg¬ 
ment  of  the  Wayne  circuit  court  was  affirmed. 

An  agreement  for  the  sale  of  the  Ohio  portion  of  the  road  in 
accordance  with  the  general  law  of  Ohio  of  April  11,  1861,  under 
the  above  mentioned  proceedings  pending  in  the  common  pleas 
court  of  Butler  county,  was  entered  into  by  the  creditors  and 
stockholders  June  1,  1865.  A  decree  of  foreclosure  was  rendered 
by  the  court  February  6,  1866,  and  an  order  of  sale  issued  Feb¬ 
ruary  13,  1866,  under  which  the  road  was  sold,  March  17,  1866, 
to  Stephen  M.  Blake,  Ezekiel  W.  McGuire  and  John  L.  Minor 
as  trustees  for  the  parties  to  the  agreement  for  reorganization  for 


I32  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


$560,000  and  conveyed  to  them  by  deed  of  Jesse  B.  Stephens, 
special  master  commissioner,  dated  March  26,  1866.  The  trus¬ 
tees  conveyed  it  to  the  Cincinnati,  Richmond  and  Chicago  Rail¬ 
road  Company  by  deed  of  May  1,  1866.  A  decree  of  confirma¬ 
tion  of  sale  was  entered  March  24,  1866. 

A  traffic  contract  was  entered  into  May  23,  1861,  with  the  Cin¬ 
cinnati,  Hamilton  and  Dayton  Railroad  Company,  Cincinnati 
and  Chicago  Air  Line  Railroad  Company  and  the  Chicago  and 
Cincinnati  Railroad  Company  for  the  formation  of  a  line  from 
Cincinnati  to  Chicago. 


CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  special  act  of  March  7, 
1851,  was  $600,000,  in  shares  of  $25  each,  with  authority  to  in¬ 
crease  it  to  $2,000,000.  The  board  of  directors  on  November  10, 
1851,  authorized  its  increase  to  $2,000,000.  The  articles  of  con¬ 
solidation  forming  the  Eaton  and  Hamilton  Railroad  Company 
(No.  2)  did  not  provide  for  any  issue  of  new  stock,  in  exchange 
for  the  stock  of  the  old  company,  and  the  stock  of  the  original 
company  formed  part  of  the  stock  of  the  new  company.  There 
was  issued  by  the  old  and  new  companies  about  $369,775.  In 
accordance  with  the  agreement  of  reorganization  of  June  1,  1865, 
stockholders  received  an  equal  amount  of  the  capital  stock  of  the 
Cincinnati,  Richmond  and  Chicago  Railroad  Company. 

MORTGAGES  AND  BONDS. 

In  addition  to  assuming  payment  of  the  bonds  issued  by  the 
Eaton  and  Hamilton  Railroad  Company  (No.  1)  and  of  the  Rich¬ 
mond  and  Miami  Railroad  Company,  the  Eaton  and  Hamilton 
Railroad  Company  (No.  2)  executed  the  following  mortgages: 

Chattel  mortgage,  dated  December  15,  1854,  to  James  Mc- 
Whinney  and  others  to  secure  them  as  endorsers  on  notes  of  the 
company.  This  mortgage  covered  rolling  stock,  etc.,  amounting 
to  $38,000. 

Chattel  mortgage,  dated  July  1,  1856,  to  James  McWhinney, 
et  al.,  covering  rolling  stock,  etc.,  amounting  to  $74,970,  given 
to  secure  endorsers  on  notes  of  the  company. 

Mortgage,  April  20,  1857,  to  Nicholas  W.  Thomas,  trustee,  se¬ 
curing  $1,000,000  bonds  of  $1,000  each,  dated  April  20,  1857, 
payable  January  1,  1878,  bearing  7  per  cent,  interest.  These 
bonds  were  authorized  for  the  purpose  of  retiring  prior  bonds 


CORPORATE  HISTORY. 


133 


and  for  other  purposes.  There  were  none  of  them  issued.  The 
mortgage  was  cancelled  of  record  in  December,  1866. 

Mortgage,  January  14,  1858,  to  David  M.  Morrow  covering 
the  Indiana  portion  of  the  road  with  its  appurtenances,  to  secure 
certain  persons  who  had  endorsed  or  otherwise  become  liable  for 
the  debts  of  the  company. 


RICHMOND  AND  MIAMI  RAILROAD  COMPANY.1 

The  Richmond  and  Miami  Railroad  Company  was  incorpo¬ 
rated  by  special  act  of  the  Ohio  legislature  January  19,  1846,  to 
construct  a  railroad  from  Richmond  to  the  state  line  between 
Ohio  and  Indiana.  Section  23  provided  that  when  the  aggre¬ 
gate  amount  of  dividends  declared  should  amount  to  the  full  sum 
invested  and  10  per  centum  per  annum  thereon  the  surplus 
profits,  if  any,  after  paying  expenses  and  reserving  such  propor¬ 
tion  as  might  be  necessary  for  future  contingencies  should  be 
paid  to  the  state  for  the  use  of  common  schools. 

An  amendatory  act  taking  effect  January  24,  1851,  authorized 
the  construction  of  a  branch  to  the  Ohio  state  line  to  connect 
there  with  the  Dayton  and  Western  Railroad. 

The  company  completed  the  road  from  Richmond  to  the  con¬ 
nection  with  the  Eaton  and  Hamilton  Railroad  at  the  Ohio  state 
line  in  1853.  The  branch  connecting  with  the  Dayton  and  Wes¬ 
tern  Railroad  was  completed  by  the  Richmond  and  Miami  Rail¬ 
way  Company. 

The  company  was  consolidated  with  the  Eaton  and  Hamilton 
Railroad  Company  December  1,  1854,  under  the  name  of  the 
Eaton  and  Hamilton  Railroad  Company. 

On  October  27,  1859,  John  Hunt,  holder  of  the  first  mortgage 
bonds  of  the  Richmond  and  Miami  Railroad  Company  filed  a  bill 
of  complaint  in  the  Wayne  circuit  court  asking  for  the  appoint¬ 
ment  of  a  receiver  of  the  Indiana  portion  of  the  Eaton  and  Ham¬ 
ilton  Railroad  and  a  judgment  of  foreclosure.  The  court  ap¬ 
pointed  Ezekiel  W.  McGuire  receiver  December  22,  i860,  and  on 
February  5,  1861,  rendered  a  decree  of  foreclosure,  in  accordance 
with  which  and  a  supplemental  decree  of  August  9,  1861,  the  road 
was  sold  January  25,  1862,  to  John  Hunt  for  $73,000  for  the  bene¬ 
fit  of  the  first  mortgage  bondholders.  The  sale  was  confirmed 


1  See  page  799. 


134  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


by  the  court  February  io,  1862,  and  the  road  conveyed  to 
John  Hunt  by  deed  of  John  F.  Kibbey,  commissioner,  dated 
February  12,  1862.  According  to  the  decree  of  sale  the  proceeds 
of  the  sale  were  to  be  distributed  pro  rata  to  the  first  and  second 
mortgage  bondholders.  The  Richmond  and  Miami  Railway 
Company  was  organized  by  the  purchasers. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  act  of  incorporation  of 
January  19,  1846,  was  $50,000  in  shares  of  $50  each.  Holders 
were  entitled  to  receive  an  equal  amount  of  the  capital  stock  of 
the  Eaton  and  Hamilton  Railroad  Company  (No.  2)  in  accord¬ 
ance  with  the  articles  of  consolidation  forming  that  company. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  November  1,  1852,  to  George  Carlisle, 
trustee,  securing  $60,000  bonds  of  $1,000  each,  dated  November 
1,  1852,  payable  November  1,  1862,  bearing  7  per  cent,  interest, 
all  of  which  were  issued.  This  mortgage  was  foreclosed  as  above 
described,  and  the  road  purchased  for  the  benefit  of  the  first 
mortgage  bondholders,  who  organized  as  the  Richmond  and 
Miami  Railway  Company. 

Second  mortgage,  dated  January  1,  1854,  to  George  Carlisle, 
trustee,  securing  $40,000  bonds,  of  $1,000  each,  dated  January  1, 
1854,  payable  January  1,  1864,  bearing  7  per  cent,  interest,  all  of 
which  were  issued,  of  which  $3,000  were  sold  and  $37,000  hypothe¬ 
cated.  Of  the  $37,000  hypothecated,  $3,000  were  taken  up  by 
the  company,  and  the  remaining  $34,000  were  held  as  security 
for  certain  endorsers  on  a  note  of  the  company  on  which  a  judg¬ 
ment  had  been  received  by  Robert  Morrison  in  the  Wayne  circuit 
court  August  10,  i860,  for  $13,763.56.  The  decree  of  the  Butler 
county  common  pleas  court  of  July  13,  1859,  provided  for  the 
payment  of  this  judgment  and  the  surrender  of  the  bonds  to  the 
Eaton  and  Hamilton  Railroad  Company.  By  the  decree  of  sale 
of  the  Richmond  and  Miami  Railroad  the  proceeds  of  the  sale 
were  to  be  distributed,  first,  pro  rata  to  the  first  mortgage  bond¬ 
holders,  and,  secondly,  pro  rata  to  the  second  mortgage  bond¬ 
holders.  On  January  24,  1866,  the  Eaton  and  Hamilton  Railroad 
Company  authorized  the  purchase  of  the  $3,000  bonds  of  the 
Richmond  and  Miami  Railroad  Company  which  had  been  sold 
and  were  outstanding. 


CORPORATE  HISTORY. 


135 


RICHMOND  AND  MIAMI  RAILWAY  COMPANY.1 

The  Richmond  and  Miami  Railway  Company  was  organized 
under  the  general  law  of  Indiana  approved  March  5,  1859,  en_ 
titled  “  An  act  authorizing  the  purchasers  of  railroads,  plank 
roads,  turnpikes  and  macadamized  roads,  or  parts  thereof,  under 
mortgage  sale,  or  sales,  made  according  to  the  terms  of  deeds 
of  trust,  to  organize  as  incorporated  companies,  and  prescribing 
their  powers  and  duties.” 

As  already  stated,  the  Richmond  and  Miami  Railroad  was  con¬ 
veyed  to  John  Hunt,  its  purchaser,  by  deed  dated  February  12, 
1862,  of  John  F.  Kibbey,  commissioner.  A  certificate  was  exe¬ 
cuted  April  30,  1862,  by  John  Hunt  and  John  S.  Newman,  set¬ 
ting  forth  that  John  Hunt  had  purchased  the  Richmond  and 
Miami  Railroad  and  had  sold  but  not  conveyed  it  to  John  S. 
Newman,  and  that  they  jointly  created  a  capital  stock  of  $100,- 
000  and  assumed  the  name  of  the  Richmond  and  Miami  Rail¬ 
way  Company,  and  named  thirteen  persons,  whom  they  appointed 
as  directors  of  the  company,  and  that  the  act  of  incorporation 
of  the  Richmond  and  Miami  Railroad  Company  and  amendments 
thereto  was  adopted  as  the  charter  of  the  Richmond  and  Miami 
Railway  Company. 

The  organization  was  perfected  May  27,  1862,  and  a  statement 
of  the  organization  of  the  company  was  recorded  in  the  miscel¬ 
laneous  records  of  Wayne  county  May  28,  1862. 

By  resolution  of  the  board  of  directors  adopted  November  25, 
1862,  John  S.  Newman  and  John  Hunt  assigned  and  transferred 
the  capital  stock  of  the  company  to  Valentine  Winters,  Jonathan 
Harshman,  Simon  Gebhart,  E.  F.  Drake,  William  S.  Westerman, 
John  Winters  and  H.  C.  Stinson. 

An  arrangement  was  entered  into  with  the  Eaton  and  Hamilton 
Railroad  Company,  taking  effect  October  1,  1862,  for  the  use 
and  operation  of  the  road  between  Richmond  and  its  connection 
with  the  Eaton  and  Hamilton  Railroad,  to  continue  until  the  suit 
pending  in  the  supreme  court  of  Indiana  in  regard  to  the  sale  of 
the  road  was  decided.  The  Eaton  and  Hamilton  Railroad  Com¬ 
pany  were  to  pay  $1,500  monthly  for  the  use  of  the  road.  This 
arrangement  continued  until  November  26,  1864,  when  a  lease 
and  agreement  were  entered  into  by  the  two  companies  taking 
effect  November  1,  1864,  whereby  the  Richmond  and  Miami 


1  See  page  814. 


/ 


136  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Railway  Company  leased  its  road  from  the  Ohio  state  line  where 
it  connected  with  the  Eaton  and  Hamilton  Railroad  to  the  point 
where  the  road  diverged  toward  Dayton,  together  with  the  use  in 
common  with  the  Dayton  and  Western  Railroad  of  the  portion 
of  road  between  this  junction  and  Richmond,  for  99  years  renew¬ 
able  forever,  the  annual  rental  to  be  $8,000.  The  Cincinnati, 
Richmond  and  Chicago  Railroad  Company,  successor  to  the 
Eaton  and  Hamilton  Railroad  Company,  assigned  this  lease  to 
the  Cincinnati,  Hamilton  and  Dayton  Railroad  Company  in  the 
lease  of  its  own  road  to  that  company,  February  18,  1869.  This 
lease  was  cancelled  in  1890,  after  the  purchase  of  the  Cincinnati, 
Richmond  and  Chicago  Railroad  from  the  Cincinnati,  Hamilton 
and  Dayton  Railroad  Company. 

The  portion  of  road  between  the  Ohio  state  line  where  it  con¬ 
nected  with  the  Dayton  and  Western  Railroad  to  the  point  where 
it  diverged  toward  Eaton  was  completed  by  the  Richmond  and 
Miami  Railway  Company  early  in  1863,  and  was  leased  to  the 
Dayton  and  Western  Railroad  Company  March  11,  1863,  for 
twenty  years  from  March  12,  1863.  This  lease  included  the  use 
in  common  with  the  Eaton  and  Hamilton  Railroad  Company  of 
the  portion  of  road  between  Richmond  Junction  and  Richmond, 
Indiana,  and  was  assigned  to  the  Columbus  and  Xenia  Railroad 
Company  in  the  lease  of  the  Dayton  and  Western  Railroad  to  that 
Company  March  12,  1863.  A  new  lease  was  entered  into  No¬ 
vember  26,  1864,  taking  effect  January  1,  1865,  for  99  years,  re¬ 
newable  forever,  the  annual  rental  to  be  $5,500.  This  lease  was 
assigned  by  the  Dayton  and  Western  Railroad  Company  to  the 
Little  Miami  and  Columbus  and  Xenia  Railroad  Companies  in 
the  lease  of  its  road  to  those  companies  February  4,  1865,  and 
was  again  transferred  to  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company  in  the  lease  of  the  Little  Miami  Railroad  Com¬ 
pany  to  that  company  dated  February  23,  1870,  the  Columbus 
and  Xenia  Railroad  Company  having  assigned  its  interest  in  the 
lease  to  the  Little  Miami  Railroad  Company  in  the  lease  of  its 
road  to  that  company  March  18,  1869. 

The  capital  stock  of  the  Richmond  and  Miami  Railway  Com¬ 
pany  was  purchased  by  the  Pennsylvania  Company  in  1890,  and 
the  company  was  consolidated  with  the  Cincinnati  and  Richmond 
Railroad  Company  and  the  Cincinnati,  Richmond  and  Chicago 
Railroad  Company  under  the  name  of  the  Cincinnati  and  Rich¬ 
mond  Railroad  Company  April  2,  1890. 


CORPORATE  HISTORY. 


137 


CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  purchasers  under  the  au¬ 
thority  of  the  general  law  of  March  5,  1859,  was  $100,000,  in 
shares  of  $50  each.  On  April  7,  1863,  the  board  of  directors  au¬ 
thorized  its  increase  to  $115,000. 

The  agreement  of  consolidation  forming  the  Cincinnati  and 
Richmond  Railroad  Company  provided  that  as  the  stockholders 
of  the  Cincinnati  and  Richmond  Railroad  Company  owned  all 
of  the  capital  stock  of  the  other  two  companies,  all  of  the  capital 
stock  of  the  new  company  should  be  issued  to  the  stockholders 
of  the  Cincinnati  and  Richmond  Railroad  Company  on  the  basis 
of  the  stock  owned  by  them  respectively. 

MORTGAGES  AND  BONDS. 

This  company  had  no  bonded  debt. 


CINCINNATI,  RICHMOND  AND  CHICAGO  RAILROAD 

COMPANY.1 

The  Cincinnati,  Richmond  and  Chicago  Railroad  Company  was 
formed  by  reorganization  of  the  Eaton  and  Hamilton  Railroad 
Company,  after  the  Richmond  and  Miami  Railroad  had  passed 
from  its  control,  under  the  general  law  of  Ohio  of  April  11,  1861, 
entitled,  “  An  act  to  regulate  the  sale  of  railroads  and  the  reor¬ 
ganization  of  the  same.”  In  accordance  with  that  act  the  credi¬ 
tors  and  stockholders,  at  a  meeting  held  April  30,  1866,  organized 
the  Cincinnati,  Richmond  and  Chicago  Railroad  Company,  a 
certificate  thereof  being  executed  by  the  company  April  30,  1866, 
and  filed  in  the  office  of  the  secretary  of  state  of  Ohio,  May  3, 
1866.  The  Eaton  and  Hamilton  Railroad  was  conveyed  by 
deed  dated  March  26,  1866,  of  Jesse  B.  Stephens,  special  master 
commissioner,  to  Stephen  M.  Blake,  Ezekiel  W.  McGuire  and 
John  L.  Minor,  trustees,  and  by  them  conveyed  to  the  Cincin¬ 
nati,  Richmond  and  Chicago  Railroad  Company  by  deed  dated 
May  1,  1866. 

Under  date  of  February  18,  1869,  the  company  leased  its  road 
to  the  Cincinnati,  Hamilton  and  Dayton  Railroad  Company  in 
perpetuity,  the  lessee  agreeing  to  pay  the  interest  on  the  bonded 
debt  and  pay  the  surplus  earnings  to  the  Cincinnati,  Richmond 


1  See  page  857. 


I38  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

and  Chicago  Railroad  Company.  This  lease  included  the  lease 
of  the  Richmond  and  Miami  Railway. 

An  agreement  was  entered  into  August  16,1  1888,  between  the 
Cincinnati,  Hamilton  and  Dayton  Railroad  Company  and  the 
Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  for  the 
transfer  of  $375,500  capital  stock  of  the  Cincinnati,  Richmond 
and  Chicago  Railroad  Company  owned  by  the  Cincinnati,  Ham¬ 
ilton  and  Dayton  Railroad  Company,  and  the  assignment  of  the 
lease  of  the  road  including  the  lease  of  the  Richmond  and  Miami 
Railway.  The  lease  and  capital  stock  were  to  be  released  by  the 
Cincinnati,  Hamilton  and  Dayton  Railroad  Company  from  the 
lien  of  a  mortgage  executed  by  that  company  January  1,  1887, 
and  until  they  were  so  released  the  Chicago,  St.  Louis  and  Pitts¬ 
burgh  Railroad  Company  were  to  have  temporary  control  of  the 
road  under  a  sublease  which  was  made  part  of  the  agreement, 
by  which  they  were  to  pay  the  Cincinnati,  Hamilton  and  Dayton 
Railroad  Company  an  annual  rental  of  $17,500  which  represented 
5  per  cent,  interest  on  the  capital  stock  to  be  transferred.  In 
addition  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany  was  to  pay  the  interest  on  the  bonded  debt,  which  the  Cin¬ 
cinnati,  Hamilton  and  Dayton  Railroad  Company  agreed  to  have 
extended,  and  the  rental  due  the  Richmond  and  Miami  Railway 
Company  under  the  lease.  The  Cincinnati,  Hamilton  and  Day- 
ton  Railroad  Company  granted  the  perpetual  joint  use  of  its 
tracks  between  Hamilton  and  New  River  Junction. 

In  consideration  of  the  foregoing  the  Cincinnati,  Hamilton  and 
Dayton  Railroad  Company  was  to  receive  $350,000  in  cash  and 
the  grant  of  perpetual  joint  use  of  the  track  of  the  Chicago,  St. 
Louis  and  Pittsburgh  Railroad  between  Piqua  and  “  Dayton  and 
and  Michigan  Junction,”  and  were  relieved  from  all  liability  as 
guarantor  of  one-fourth  of  any  deficit  in  the  net  earnings  of  the 
Cincinnati,  Richmond  and  Fort  Wayne  Railroad  Company  in 
meeting  the  interest  on  its  funded  debt  under  an  agreement  of 
June  1,  1871,  between  the  Cincinnati,  Hamilton  and  Dayton  Rail¬ 
road  Company,  Cincinnati,  Richmond  and  Fort  Wayne  Railroad 
Company,  Pennsylvania  Company  and  Grand  Rapids  and  In¬ 
diana  Railroad  Company. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company 
afterward  agreed  to  receive  the  stock  and  lease  without  their  hav¬ 
ing  been  released  from  the  lien  of  the  mortgage.  Pursuant  to  a 


1  See  agreement,  page  864. 


CORPORATE  HISTORY. 


139 


resolution  adopted  by  the  board  of  directors  of  the  Cincinnati, 
Richmond  and  Chicago  Railroad  Company  February  4,  1890, 
and  of  the  board  of  directors  of  the  Cincinnati,  Hamilton  and 
Dayton  Railroad  December  9,  1889,  both  companies  on  February 
4,  1890,  endorsed  upon  the  lease  a  cancellation  thereof,  which 
was  duly  recorded  in  the  several  counties. 

The  Cincinnati,  Richmond  and  Chicago  Railroad  Company 
was  consolidated  April  2,  1890,  with  the  Richmond  and  Miami 
Railway  Company  and  the  Cincinnati  and  Richmond  Railroad 
Company  under  the  name  of  the  Cincinnati  and  Richmond  Rail¬ 
road  Company. 

CAPITAL  STOCK. 

The  capital  stock  authorized  in  the  certificate  of  organization 
was  $500,000,  in  shares  of  $50  each.  There  was  $382,600  issued. 

The  articles  of  consolidation  provided  that  as  the  stockholders 
of  the  Cincinnati  and  Richmond  Railroad  Company  (No.  1) 
owned  all  of  the  capital  stock  of  the  other  two  companies,  all  of 
the  capital  stock  of  the  new  company  should  be  issued  to  them  on 
the  basis  of  the  stock  owned  by  them  respectively. 

MORTGAGES  AND  BONDS. 

First  mortgage,  dated  May  1,  1866,  to  Stephen  M.  Blake, 
Ezekiel  W.  McGuire  and  John  L.  Minor,  trustees,  securing  $560,- 
000  bonds  of  $1,000  each,  dated  May  1,  1866,  payable  July  1, 
1895,  bearing  7  per  cent,  interest,  all  of  which  were  issued.  These 
bonds  were  issued  for  the  purpose  of  paying  the  bonds  of  the 
Eaton  and  Hamilton  Railroad  Company  in  accordance  with  the 
agreement  for  the  reorganization  of  that  company  dated  June  1, 
1865.  The  payment  of  these  bonds  was  assumed  by  the  Cincin¬ 
nati,  Hamilton  and  Dayton  Railroad  Company  by  its  lease  of  the 
road.  This  obligation  was  transferred  to  the  Chicago,  St.  Louis 
and  Pittsburgh  Railroad  Company  by  the  agreement  of  August 
16,  1888,  and  they  were  all  paid  at  maturity  by  the  Pittsburgh, 
Cincinnati,  Chicago  and  St.  Louis  Railway  Company  except  one 
bond  outstanding  January  1,  1898. 

Second  mortgage,  dated  March  1,  1869,  to  Stanley  Matthews, 
trustee,  securing  $65,000  bonds,  of  $1,000  each,  dated  March  1, 
1869,  payable  January  1,  1889,  bearing  7  per  cent,  interest,  all  of 
which  were  issued.  These  bonds  were  issued  for  the  purpose  of 
funding  the  debt  due  the  Cincinnati,  Hamilton  and  Dayton  Rail¬ 
road  Company  for  renewals.  They  have  all  been  paid. 


140  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


CINCINNATI  AND  RICHMOND  RAILROAD 

COMPANY  (No.  i).1 

The  Cincinnati  and  Richmond  Railroad  Company  (No.  i) 
filed  articles  of  incorporation  dated  December  20,  1881,  in  the 
office  of  the  secretary  of  state  of  Ohio  December  22,  1881,  under 
the  general  law  of  the  state,  for  the  purpose  of  constructing  a 
railroad  from  Red  Bank  Station  (now  Rendcomb  Junction),  on 
the  Little  Miami  Railroad,  to  a  point  on  the  state  line  between 
Ohio  and  Indiana  about  four  miles  northwestwardly  from  the 

J 

village  of  Fair  Haven,  in  Israel  township,  Preble  county,  Ohio. 

The  first  election  for  directors  was  held  April  21,  1885,  and  the 
organization  perfected  the  same  date. 

The  road  was  opened  for  operation  from  Rendcomb  Junction 
to  Hamilton  June  18,  1888,  which  is  as  far  as  it  was  built,  owing 
to  the  purchase  of  the  Cincinnati,  Richmond  and  Chicago  Rail¬ 
road  by  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany  in  the  interest  of  the  Cincinnati  and  Richmond  Railroad 
Company. 

The  board  of  directors  adopted  resolutions  September  6,  1888, 
requesting  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany  to  take  possession  of  the  road,  furnish  rolling  stock,  and 
operate  it,  as  agents  of  the  company,  and  to  pay  over  the  net  earn¬ 
ings. 

The  company  was  consolidated  with  the  Richmond  and  Miami 
Railway  Company  and  the  Cincinnati,  Richmond  and  Chicago 
Railroad  Company  under  the  name  of  the  Cincinnati  and  Rich¬ 
mond  Railroad  Company,  April  2,  1890. 

CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  articles  of  incorporation 
was  $2,500,000,  in  shares  of  $100  each,  of  which  $640,000  was 
issued,  all  of  which  was  owned  by  the  Pennsylvania  Company. 

The  articles  of  consolidation  provided  that  as  the  stockholders 
of  the  Cincinnati  and  Richmond  Railroad  Company  owned  all 
of  the  capital  stock  of  the  three  companies  the  new  consolidated 
stock  should  be  issued  to  them. 

This  company  had  no  bonded  debt. 


1  See  page  876. 


CORPORATE  HISTORY. 


141 

CINCINNATI  AND  RICHMOND  RAILROAD  COMPANY 

(Consolidated).1 

« 

The  Cincinnati  and  Richmond  Railroad  Company  (consoli¬ 
dated)  was  formed  by  consolidation  of  the  Cincinnati  and  Rich¬ 
mond  Railroad  Company,  the  Cincinnati,  Richmond  and  Chicago 
Railroad  Company,  and  the  Richmond  and  Miami  Railway  Com¬ 
pany. 

Articles  of  consolidation  were  executed  by  the  directors  of  the 
respective  companies  March  14,  1890,  ratified  by  the  stockholders 
of  the  Cincinnati  and  Richmond  Railroad  Company,  and  the 
Cincinnati,  Richmond  and  Chicago  Railroad  Company  March 
19,  1890,  and  by  the  stockholders  of  the  Richmond  and  Miami 
Railway  Company  March  20,  1890,  filed  in  the  office  of  the  secre¬ 
tary  of  state  of  Ohio  March  25,  1890,  and  of  Indiana  March  26, 
1890.  The  first  election  for  directors  was  held  April  2,  1890, 
and  the  organization  perfected  April  5,  1890. 

The  company  was  consolidated  with  the  Pittsburgh,  Cincin¬ 
nati  and  St.  Louis  Railway  Company,  Chicago,  St.  Louis  and 
Pittsburgh  Railroad  Company  and  Jeffersonville,  Madison  and 
Indianapolis  Railroad  Company  under  the  name  of  the  Pitts¬ 
burgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Company  Sep¬ 
tember  18,  1890. 


CAPITAL  STOCK. 

The  capital  stock  authorized  by  the  articles  of  consolidation 
was  $1,250,000  in  shares  of  $100  each,  of  which  $1,249,400  was 
issued,  all  of  which  was  owned  by  the  Pennsylvania  Company. 

The  articles  of  consolidation  forming  the  Pittsburgh,  Cincin¬ 
nati,  Chicago  and  St.  Louis  Railway  Company  provided  that  in¬ 
asmuch  as  the  indebtedness  of  the  Cincinnati  and  Richmond  Rail¬ 
road  Company,  amounting  to  $2,508,000,  was  to  be  paid  in  bonds 
of  the  new  consolidated  company,  and  that  sum  represented  the 
full  value  of  the  Cincinnati  and  Richmond  Railroad,  no  stock  of 
the  new  consolidated  company  should  be  issued  in  exchange  for 
the  capital  stock  of  the  Cincinnati  and  Richmond  Railroad  Com¬ 
pany,  but  that  it  should  be  surrendered  and  cancelled. 

The  company  created  no  bonded  indebtedness. 


1  See  page  877. 


14 2  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


RICHMOND  AND  CINCINNATI  RAILROAD 

COMPANY.1 

The  Richmond  and  Cincinnati  Railroad  Company  filed  articles 
of  association  dated  December  12,  1881  in  the  office  of  the  secre¬ 
tary  of  state  of  Indiana  December  15,  1881,  under  the  general 
law  of  the  state,  for  the  purpose  of  constructing  a  railroad  from 
Richmond,  Indiana,  to  a  point  on  the  dividing  line  between  Ohio' 
and  Indiana  about  four  miles  southeastwardly  from  the  village 
of  Boston,  Wayne  county,  Indiana. 

The  company  was  organized  December  17,  1881,  in  the  inter¬ 
est  of  the  Pennsylvania  Company  for  the  purpose  of  forming,, 
together  with  the  Cincinnati  and  Richmond  Railroad  Company, 
a  connecting  line  between  Cincinnati  and  Richmond,  but  the 
construction  of  the  road  was  rendered  unnecessary  by  the  acqui¬ 
sition  of  the  Richmond  and  Miami  Railway. 


1  See  page  881. 


PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS 

RAILWAY  COMPANY. 


STEUBENVILLE  EXTENSION  OF  THE  PENN¬ 
SYLVANIA  RAILROAD.1 

An  Act  to  Incorporate  the  Pennsylvania  Railroad  Company. 

Approved  April  13,  1846. 

Section  17.  That  the  said  company  shall  not  prevent  any  person  or 
persons,  being  the  owner  or  owners  of  land  bordering  on  or  adjacent  to 
said  railroad,  from  making  lateral  railroads,  and  connecting  the  same 
with  the  railroad  of  the  company,  for  the  purpose  of  transporting  thereon 
their  produce  or  other  material,  being  the  products  of  said  land:  the 
said  connections  being  made  at  the  expense  of  the  person  or  persons 
wishing  the  same,  and  according  to  the  directions  and  subject  to  the 
approval  of  the  directors  of  said  company,  or  their  authorized  agent; 
and  it  shall  be  lawful  for  the  said  company,  in  the  manner  and  subject 
to  the  conditions  and  provisions  hereinbefore  provided  in  relation  to 
the  main  line  of  their  railroad,  by  this  act  authorized  to  be  made,  to  make 
such  lateral  railroads  or  branches,  leading  from  the  main  line  of  their 
said  railroad  to  such  convenient  place  or  points,  in  either  of  the  counties 
into  or  through  which  the  said  main  line  of  their  road  may  pass,  as  the 
president  and  directors  may  deem  advantageous  and  suited  to  promote 
the  convenience  of  the  inhabitants  thereof  and  the  interests  of  said 
company. 

Pennsylvania  Laws,  1846,  p.  312. 

A  Further  Supplement  to  an  Act  to  Incorporate  the  Pennsyl¬ 
vania  Railroad  Company,  Approved  the  Thirteenth  Day  of 
April,  Anno  Domini  One  Thousand  Eight  Hundred  and  Forty- 
six. 

Approved  April  23,  1864. 

Section  1.  That  so  much  of  the  charter  of  the  Pennsylvania  Railroad 
Company  as  forbids  the  location  and  construction  of  the  route  of  their 
railroad  through  a  place  of  public  worship,  without  the  consent  of  the 
owner  or  owners  thereof,  shall  not  prevent  said  company  from  passing 
under  any  place  of  public  worship,  with  their  tracks,  by  means  of  a 
tunnel,  in  constructing  a  branch  railroad  through  the  city  of  Pittsburgh, 
from  their  main  tracks,  to  connect  with  the  railroad  of  the  Western 
Transportation  Company,  on  the  south  side  of  the  Monongahela  river, 
in  the  county  of  Allegheny;  provided,  however,  that  the  said  Pennsyl¬ 
vania  Railroad  Company,  in  passing  under  any  place  of  public  worship, 


1  See  page  i.  This  connecting  piece  of  track  is  not  a  corporate  part  of  the  Pittsburgh,  Cincin¬ 
nati,  Chicago  and  St.  Louis  Railway  Company;  it  is  put  here  only  because  of  its  geographical 
location. 


144  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


as  aforesaid,  shall  be  subject  to  the  same  conditions  and  provisions  of 
their  said  charter,  as  to  the  giving  of  bond  and  the  assessment  and  pay¬ 
ment  of  damages  resulting  from  the  construction  of  said  branch  road,  as 
prescribe  the  mode  of  assessing  damages  for  the  construction  of  the 
main  line  of  the  said  railroad;  provided,  that  the  viewers  appointed  to 
assess  damages,  in  any  case  provided  for  by  this  act,  shall  be  resident  free¬ 
holders  in  the  city  of  Pittsburgh;  and  if,  in  their  opinion,  any  such  place 
of  public  worship  shall  be  so  damaged  by  the  construction  of  said  tunnel, 
as  to  render  it  unsafe  to  occupy  the  same  for  the  purposes  intended,  then 
the  said  viewers  shall  assess  the  damages  at  the  full  cash  value  of  the 
buildings  and  lot  so  occupied. 

Pennsylvania  Laws,  1864,  p.  535. 


PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS 

RAILWAY  COMPANY.1 

AGREEMENT  OE  CONSOLIDATION 

Of  The  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company, 
Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company,  The 
Cincinnati  and  Richmond  Railroad  Company,  and  Jefferson¬ 
ville,  Madison  and  Indianapolis  Railroad  Company  under  the 
Name  of  the  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis 
Railway  Company. 

Whereas,  The  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company 
is  a  corporation  duly  created  and  organized  under  the  laws  of  Pennsyl¬ 
vania,  West  Virginia  and  Ohio,  and  is  the  owner  of  a  railroad  con¬ 
structed  and  in  operation  between  its  eastern  terminus,  in  Pittsburgh, 
Pennsylvania,  and  its  western  terminus,  in  Columbus,  Ohio;  and  is  also 
the  owner  of  a  branch  railroad,  constructed  and  to  be  constructed  from 
McDonald’s  station,  on  its  main  line,  in  Washington  county,  Pennsyl¬ 
vania,  to  Bridgeville,  in  Allegheny  county,  Pennsylvania;  also,  of  a 
branch  railroad  constructed  and  in  operation  from  New  Cumberland 
Junction,  on  its  main  line,  to  New  Cumberland,  in  Hancock  county, 
West  Virginia;  also,  of  a  branch  railroad  constructed  and  in  operation 
from  Cadiz  Junction,  on  its  main  line,  to  Cadiz,  in  Harrison  county, 
Ohio;  and 

Whereas,  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  is  a 
corporation  duly  created  and  organized  under  the  laws  of  Indiana  and 
Illinois,  and  is  the  owner  of  a  railroad  constructed  and  in  operation  from 
its  eastern  terminus,  in  Columbus,  Ohio,  to  its  western  terminus,  in 
Indianapolis,  Indiana;  also,  of  a  railroad  constructed  and  in  operation 
from  Bradford  Junction,  Ohio,  to  Chicago,  Illinois;  also  of  a  railroad 
constructed  and  in  operation  from  Richmond,  Indiana,  to  Anoka  Junc¬ 
tion,  Indiana;  also,  of  a  railroad  constructed  and  in  operation  from 
Logansport,  Indiana,  to  a  point  on  the  state  line  between  Newton 
county,  Indiana,  and  Iroquois  county,  Illinois;  and 

Whereas,  The  Cincinnati  and  Richmond  Railroad  Company  is  a  cor- 


1  See  page  2. 


CORPORATE  HISTORY. 


145 


poration  duly  created  and  organized  under  the  laws  of  Ohio  and  In¬ 
diana,  and  is  the  owner  of  a  railroad  constructed  and  in  operation  be¬ 
tween  its  southern  terminus  at  Rendcomb  Junction,  in  Hamilton  county, 
Ohio,  and  its  northern  terminus  in  Richmond,  Indiana;  also,  of  a 
branch  railroad  constructed  and  in  operation  from  a  point  on  its  main 
line  in  Indiana,  eastward  a  distance  of  about  two  miles,  to  the  state  line 
between  Ohio  and  Indiana;  and 

Whereas,  Jeffersonville,  Madison  and  Indianapolis  Railroad  Company 
is  a  corporation  duly  created  and  organized  under  the  laws  of  Indiana, 
and  is  the  owner  of  a  railroad  constructed  and  in  operation  between  its 
southern  terminus  at  Jeffersonville,  Indiana,  and  its  northern  terminus 
at  Indianapolis,  Indiana;  also,  of  a  railroad  constructed  and  in  operation 
between  Columbus,  Indiana,  on  its  main  line,  and  Madison,  on  the  Ohio 
river;  also,  of  another  railroad  constructed  and  in  operation  between 
Columbus,  on  its  main  line,  and  Cambridge  City,  Indiana;  also,  of 
another  railroad  constructed  and  in  operation  between  Jeffersonville  and 
New  Albany,  Indiana;  and 

Whereas,  The  railroad  of  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company  intersects,  joins  and  unites  at  Columbus,  Ohio,  with 
the  railroad  of  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company 
by  means  of  the  tracks  and  property  of  the  Columbus  Union  Depot 
Company  (each  of  said  companies  having  the  right  to  use  said  Union 
Depot  Company  tracks  and  property)  in  such  manner  as  to  form  with 
each  other  a  continuous  line  of  railroad  for  the  passage  of  cars,  without 
break  of  bulk  or  necessity  for  exchange  or  transfer  of  freight  or  pas¬ 
sengers;  and 

Whereas,  The  railroad  of  the  Cincinnati  and  Richmond  Railroad  Com¬ 
pany  intersects,  joins  and  unites  at  Richmond,  Indiana,  with  the  railroad 
of  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  in  such 
manner  as  to  form  with  each  other  a  continuous  line  of  railroad  for  the 
passage  of  cars;  and 

Whereas,  The  railroad  of  Jeffersonville,  Madison  and  Indianapolis 
Railroad  Company  intersects,  joins  and  unites  at  Cambridge  City,  In¬ 
diana,  with  the  railroad  of  Chicago,  St.  Louis  and  Pittsburgh  Railroad 
Company  in  such  manner  as  to  form  with  6ach  other  a  continuous  line 
of  railroad  for  the  passage  of  cars;  and 

Whereas,  Neither  of  the  railroads  hereinbefore  described  is  a  parallel 
or  competing  line  with  any  other  of  said  described  railroads,  but  the 
same  are  all  so  constructed  and  united  as  to  form  with  each  other  con¬ 
tinuous  lines  for  the  passage  of  cars;  and 

Whereas,  The  interests  of  the  said  several  companies  will  be  promoted, 
and  their  ability  to  perform  their  duty  to  the  public  as  common  carriers 
will  be  increased  by  a  merger  and  consolidation  of  the  capital  stock, 
franchises,  railroads  and  properties  of  said  four  several  companies  into 
one  new  consolidated  company;  and 

Whereas,  Such  merger  and  consolidation  is  authorized  by  the  general 
and  special  laws  of  the  several  states  in  which  said  railroads  are  respec¬ 
tively  situated,  and  from  which  they  respectively  derive  corporate  powers; 

Therefore,  The  directors  of  said  several  companies,  acting  in  pursuance 


10 


I46  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

• 

of  resolutions  duly  adopted  by  them  respectively,  and  subject  to  ratifica¬ 
tion  by  the  stockholders  of  said  several  companies,  as  required  by  law,, 
do  hereby  enter  into  the  following  joint  agreement  in  respect  to  such 
merger  and  consolidation: 

First.  The  capital  stock,  franchises,  railroads  and  estates,  real,  per¬ 
sonal  and  mixed,  of  said  the  Pittsburgh,  Cincinnati  and  St.  Louis  Rail¬ 
way  Company,  said  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany,  said  the  Cincinnati  and  Richmond  Railroad  Company,  and  said 
Jeffersonville,  Madison  and  Indianapolis  Railroad  Company,  shall  be, 
and  they  are  hereby  united,  merged  and  consolidated,  to  be  hereafter 
known,  owned  and  controlled  as  and  by  one  railroad  company. 

Second.  The  name  of  said  company  shall  be  The  Pittsburgh,  Cincin¬ 
nati,  Chicago  and  St.  Louis  Railway  Company. 

Third.  The  directors  of  said  company  shall  be  thirteen  in  number,, 
and  the  officers  shall  consist  of  a  president,  three  vice-presidents,  a 
secretary  and  a  treasurer. 

The  following  are  the  names  and  places  of  residence  of  the  first 
directors  of  said  company:  George  B.  Roberts,  Philadelphia,  Pa.;  J.  N. 
Du  Barry,  Philadelphia,  Pa.;  John  P.  Green,  Philadelphia,  Pa.;  Thomas 
D.  'Messier,  Pittsburgh,  Pa.;  William  L.  Scott,  Erie,  Pa.;  Alfred  L. 
Dennis,  Newark,  N.  J.;  Frank  Thomson,  Philadelphia,  Pa.;  W.  A.  Pat¬ 
ton,  Philadelphia,  Pa.;  J.  N.  McCullough,  Pittsburgh,  Pa.;  James  Mc- 
Crea,  Pittsburgh,  Pa.;  Robert  Slierrard,  Steubenville,  O.;  George  Wil¬ 
lard,  Chicago,  Ill.;  Samuel  O.  Pickens,  Indianapolis,  Ind. 

The  following  are  the  names  and  places  of  residence  of  the  first  officers- 
of  said  company:  George  B.  Roberts,  president,  Philadelphia,  Pa.;  J.  N.. 
McCullough,  first  vice-president,  Pittsburgh,  Pa.;  James  McCrea,  second 
vice-president,  Pittsburgh,  Pa.;  Thomas  D.  Messier,  third  vice-president,. 
Pittsburgh,  Pa.;  S.  B.  Liggett,  secretary,  Pittsburgh,  Pa.;  John  E.  Dav¬ 
idson,  treasurer,  Pittsburgh,  Pa. 

Fourth.  The  annual  meeting  of  stockholders  shall  be  held  at  the  prin¬ 
cipal  office  of  the  company,  on  the  second  Tuesday  of  April  each  year,  at 
which  time  the  directors  shall  be  elected  by  ballot,  and  the  officers  shall 
be  chosen  by  the  directors  as  soon  thereafter  as  possible;  but  the  time 
and  place  of  holding  the  annual  meeting  may  be  changed  from  time  to 
time  by  the  stockholders  at  any  regular  annual  meeting  thereof. 

Fifth.  The  capital  stock  of  said  company  shall  be  $75,000,000,  con¬ 
sisting  of  750,000  shares  of  the  par  value  of  $100  each,  and  the  same  shall 
be  divided  into  preferred  and  common  stock  as  follows: 

300,000  shares  of  preferred  stock  of  the  par  value  of  $100  each .  $30,000,000 
450,000  shares  of  common  stock  of  the  par  value  of  $100  each.  45,000,000 

Sixth.  The  net  earnings  of  the  company,  as  the  same  may  be  found 
and  declared  by  the  board  of  directors,  but  not  otherwise,  shall  be 
applied  to  the  payment  of  dividends  each  year  on  the  preferred  and 
common  stock,  as  follows: 

1.  On  the  preferred  stock  at  the  rate  of  4  per  cent,  per  annum,  pay¬ 
able  semi-annually  in  July  and  January,  or  so  much  thereof  as  may  be 
earned  and  declared  as  aforesaid;  but  if  in  any  one  year  there  shall  be  no¬ 
net  earnings  found  and  declared  as  aforesaid  applicable  to  the  payment 


CORPORATE  HISTORY. 


147 


of  dividends  on  said  preferred  stock,  the  obligation  to  pay  dividends  in 
such  year  shall  not  exist,  nor  shall  such  unpaid  dividend  be  cumulative. 

2.  After  payment  of  4  per  cent,  per  annum  as  aforesaid  on  the  pre¬ 
ferred  stock,  3  per  cent,  per  annum  shall  be  paid  on  the  common  stock. 

3.  After  payment  of  3  per  cent,  per  annum  as  aforesaid  on  the  common 
stock,  1  per  cent,  additional  shall  be  paid  on  the  preferred  stock. 

4.  After  payment  of  said  additional  1  per  cent,  on  the  preferred  stock, 
2  per  cent,  additional  shall  be  paid  on  the  common  stock. 

5.  After  payment  of  said  additional  2  per  cent,  on  the  common  stock, 
all  net  earnings  found  and  declared  as  aforesaid,  or  so  much  thereof  as 
the  directors  shall  deem  proper,  shall  be  paid  in  equal  percentages  on 
all  outstanding  common  and  preferred  stock  of  the  company. 

Seventh.  The  capital  stock  of  the  new  company  shall  be  issued  in 
exchange  for  the  outstanding  capital  stock  of  the  constituent  companies 
on  the  following  basis: 

1.  To  the  holders  of  the  first  preferred  stock  of  the 

Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company, 
one  share  of  preferred  stock  of  the  new  company  for  two 
shares  of  the  old,  say . 

2.  To  the  holders  of  the  second  preferred  stock  of  the 

Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company, 
one  share  of  preferred  stock  of  the  new  company  for  two 
shares  of  the  old,  say . 

3.  To  the  holders  of  the  common  stock  of  the  Pitts¬ 

burgh,  Cincinnati  and  St.  Louis  Railway  Company,  one 
share  of  preferred  stock  of  the  new  company  for  two 
shares  of  the  old,  say . 

4.  To  the  holders  of  the  preferred  stock  of  Chicago,  St. 

Louis  and  Pittsburgh  Railroad  Company,  $66.66  of  the 
preferred  stock  of  the  new  company  for  each  $100  of  said 
Chicago,  St.  Louis  and  Pittsburgh  preferred  stock,  say.... 

(And  in  addition  thereto  common  stock  as  hereinafter 
provided.) 

5.  Inasmuch  as  the  present  indebtedness  of  the  Cincin¬ 
nati  and  Richmond  Railroad  Company,  to  wit,  $2,508,000, 
is  to  be  paid  in  bonds  of  the  new  consolidated  company, 
and  said  sum  represents  the  full  value  of  said  Cincinnati 
and  Richmond  Railroad,  it  is  agreed  that  no  stock  of  the 
new  consolidated  company  shall  be  issued  in  exchange  for 
the  existing  stock  of  said  Cincinnati  and  Richmond  Rail¬ 
road  Company,  but  said  last  named  stock  shall  be  surren¬ 
dered  and  cancelled. 

6.  To  the  holders  of  the  stock  of  Jeffersonville,  Madison 

and  Indianapolis  Railroad  Company  $50  of  the  preferred 
stock  of  the  new  company  for  each  $100  of  said  Jefferson¬ 
ville,  Madison  and  Indianapolis  stock,  amount . 

(And  in  addition  thereto  common  stock  as  hereinafter 
provided.) 

Total  preferred  stock  of  the  new  company  authorized  to- 
be  issued  as  aforesaid,  say . 


$  2,929,200.00 


3,000,000.00 


2,508,000.00 


11,686,562.50 


1,000,000.00 


$21,123,762.50 


I48  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


The  remainder  of  the  authorized  preferred  stock  of  the 
new  company  shall  be  issued  by  the  directors  from  time  to 
time  for  improvement  of  the  company’s  property,  the  pur¬ 
chase  and  construction  of  additional  railways,  and  for 
other  lawful  purposes,  say .  $8,876,237.50 


Total .  $30,000,000.00 

7.  To  the  holders  of  the  preferred  stock  of  Chicago,  St. 

Louis  and  Pittsburgh  Railroad  Company  (in  addition  to 
the  $66.66  of  preferred  stock  hereinbefore  authorized  to  be 
issued  to  such  preferred  stockholders)  $33.34  of  the  com¬ 
mon  stock  of  the  new  company  for  each  $100  of  preferred 
stock  of  said  Chicago,  St.  Louis  and  Pittsburgh  Railroad 
Company,  say  .  $  5,843,281.25 

8.  To  the  holders  of  the  common  stock  of  Chicago,  St. 

Louis  and  Pittsburgh  Railroad  Company,  common  stock 

of  the  new  company,  par  for  par .  9,105.901.12 

9.  To  the  holders  of  the  stock  of  Jeffersonville,  Madison 

and  Indianapolis  Railroad  Company  (in  addition  to  the 
$50  preferred  stock  of  the  new  company  hereinbefore  au¬ 
thorized  to  be  paid  to  such  stockholders),  $50  of  the  com¬ 
mon  stock  of  the  new  company  for  each  $100  of  said 
stock  of  Jeffersonville,  Madison  and  Indianapolis  Rail¬ 
road  Company,  amount  .  1,000,000.00 

10.  In  payment  of  accumulated  and  unpaid  dividends  on 
first  preferred  stock  of  the  Pittsburgh,  Cincinnati  and  St. 

Louis  Railway  Company  to  the  holders  thereof,  par  for 

par,  say  .  4.600,000.00 

Total  common  stock  authorized  to  be  issued  as  above, 
say  .  $20,549,18 2.37 

The  remainder  of  the  authorized  common  stock  of  the 
new  company  shall  be  issued  by  the  directors  from  time 
to  time,  for  improvement  of  the  company’s  property,  the 
purchase  and  construction  of  additional  railways,  and  for 
other  lawful  purposes,  say  .  24,450,817.63 


Total .  $45,000,000.00 

Eighth.  The  funded  debt  of  the  new  company  shall  consist  of  an 
authorized  issue  of  75,000  bonds,  of  $1000  each,  $75,000,000. 

The  interest  on  said  bonds  shall  be  fixed  from  time  to  time,  as  different 
series  thereof  may  be  issued  under  authority  of  the  board  of  directors, 
and  the  same,  or  the  proceeds  thereof,  shall  be  applied  to  the  following 
purposes: 

1.  To  pay  the  present  mortgage  debt  of  the  Pittsburgh, 

Cincinnati  and  St.  Louis  Railway  Company .  $12,617,000.00 

2.  To  pay  accrued  and  unpaid  interest  on  second  mort¬ 
gage  bonds  of  the  Pittsburgh,  Cincinnati  and  St.  Louis 

Railway  Company  .  1,315,000.00 


CORPORATE  HISTORY. 


149 


3.  To  pay  the  present  mortgage  debt  of  Chicago,  St. 

Louis  and  Pittsburgh  Railroad  Company . 

4.  To  pay  matured  and  unpaid  coupons  of  Chicago,  St. 

Louis  and  Pittsburgh  Railroad  Company  . 

5.  To  pay  the  present  mortgage  debt  of  Jeffersonville, 

Madison  and  Indianapolis  Railroad  Company . 

6.  To  pay  the  mortgage  and  other  indebtedness  of  the 

Cincinnati  and  Richmond  Railroad  Company . 


$19,584,300.00 


1,169,688.00 

4,531,000.00 


2,508,000.00 


Total  amount  to  be  reserved  for  indebtedness  as  above 
described  .  $41,724,988.00 

Balance  to  be  issued  from  time  to  time  for  improvement 
of  the  company’s  property,  the  purchase  and  construction 
of  additional  railways,  and  for  other  lawful  purposes,  say..  33,275,012.00 


Total .  $75,000,000.00 

Ninth.  Authority  is  hereby  given  to  the  directors  of  the  consolidated 
company  hereby  created,  to  execute,  record  and  deliver  the  mortgage 
or  deed  of  trust  of  said  consolidated  company,  to  secure  the  payment  of 
the  principal  and  interest  of  said  bonds  conveying  the  railroads,  estates, 
real,  personal  and  mixed,  acquired  and  to  be  acquired;  also,  the  income 
and  franchises  of  said  company,  including  the  franchise  to  be  a  corpora¬ 
tion;  also,  to  execute  and  negotiate  said  bonds  from  time  to  time  for 
the  purposes  hereinbefore  stated;  said  bonds  and  mortgage  or  deed  of 
trust  to  be  in  such  form  as  said  directors  may  determine. 

Tenth.  The  principal  office  of  said  company  shall  be  in  Pittsburgh, 
Pa.  There  shall  be  general  offices  of  said  company  in  Wheeling,  West 
Virginia,  Columbus,  Ohio,  Indianapolis,  Indiana,  and  Chicago,  Illinois. 

In  testimony  whereof,  said  companies  have  caused  this  agreement  to 
be  executed  and  their  several  corporate  seals  to  be  hereto  affixed,  and 
in  confirmation  thereof  a  majority  of  the  directors  of  each  of  said  com¬ 
panies  have  hereunto  set  their  signatures  this  10th  day  of  June,  in  the 
year  1890. 

The  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company, 
[seal]  By  G.  B.  ROBERTS,  President. 

Attest: 

S.  B.  LIGGETT,  Secretary. 

G.  B.  ROBERTS,  J.  N.  McCULLOUGH, 

THOS.  D.  MESSLER,  JAMES  McCREA, 

H.  H.  HOUSTON,  WISTAR  MORRIS, 

J.  N.  DU  BARRY,  FRANK  THOMSON, 

W.  H.  BARNES,  R.  SHERRARD,  Jr., 

GEO.  W.  McCOOK,  JNO.  P.  GREEN, 
HENRY  D.  WELSH,  Directors. 

Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 

By  G.  B.  ROBERTS,  President. 


[seal] 


150  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Attest: 

S.  B.  LIGGETT,  Secretary. 

G.  B.  ROBERTS, 
THOS.  D.  MESSLER, 
WILLIAM  L  SCOTT, 
J.  N.  DU  BARRY, 

W.  H.  BARNES, 


j.  n.  McCullough, 
JAMES  McCREA, 

A.  L.  DENNIS, 

JNO.  P.  GREEN, 

Directors. 


[seal] 


The  Cincinnati  and  Richmond  Railroad  Company, 

By  THOS.  D.  MESSLER,  President. 


Attest: 

S.  B.  LIGGETT,  Secretary. 

j.  n.  McCullough, 

JAMES  McCREA, 
JAMES  E.  NEAL, 
JNO.  F.  MILLER, 


THOS.  D.  MESSLER, 
J.  T.  BROOKS, 

D.  S.  GRAY, 

Directors. 


Jefersonville,  Madison  and  Indianapolis  Railroad  Company, 
[seal]  By  G.  B.  ROBERTS,  President. 


Attest: 

S.  B.  LIGGETT,  Secretary. 

j.  n.  McCullough, 
JNO.  P.  GREEN, 

S.  C.  TAGGART, 
WALTER  IRWIN, 

J.  L.  BRADLEY, 

F.  M.  SWOPE, 


THOS.  D.  MESSLER, 
W.  H.  BARNES, 
JAMES  McCREA, 

N.  T.  DE  PAUW, 

JOS.  I.  IRWIN, 

C.  H.  GIBSON, 

Directors. 


I,  S.  B.  Liggett,  secretary  of  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company,  do  hereby  certify  that  the  execution  of  the  foregoing 
agreement  of  consolidation  on  the  part  of  said  the  Pittsburgh,  Cincin¬ 
nati  and  St.  Louis  Railway  Company,  was  authorized  by  resolution  duly 
entered  on  their  minutes  by  the  directors  of  said  company,  at  a  meeting 
thereof  duly  called,  said  meeting  having  been  held  on  Wednesday,  the 
4th  day  of  June,  A.  D.  1890;'  also,  that  said  agreement  was  submitted 
to  the  stockholders  of  said  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company  at  a  meeting  thereof  (separate  from  the  meeting  of 
the  stockholders  of  either  Chicago,  St.  Louis  and  Pittsburgh  Railroad 
Company,  the  Cincinnati  and  Richmond  Railroad  Company,  or  Jefferson¬ 
ville,  Madison  and  Indianapolis  Railroad  Company)  called  for  the  pur¬ 
pose  of  taking  the  same  into  consideration,  at  the  city  of  Columbus, 
Ohio  (the  principal  office  of  said  company  being  in  said  city)  on  Tues¬ 
day,  the  19th  day  of  August,  A.  D.  1890;  due  notice  of  the  time,  place 
and  object  of  said  meeting  having  been  given  by  printed  notice  ad¬ 
dressed  to  each  stockholder  whose  name  is  registered  on  the  books  of 
the  company,  or  whose  post  office  address  is  known,  and  sent  by  mail  to 
such  post  office  address;  said  notice  was  also  published  once  a  week  in 
consecutive  weeks  for  more  than  sixty  days  prior  to  said  meeting,  in  a 
newspaper  of  general  circulation,  published  in  the  city  where  the  prin- 


CORPORATE  HISTORY. 


151 

cipal  office  of  said  company  is  situated;  also  in  another  newspaper  of 
general  circulation,  published  in  the  city  of  Pittsburgh,  Pa.,  where  the 
general  office  of  said  company  is  situated;  also  in  two  other  newspapers 
published  in  the  vicinity  of  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  in  the  counties  in  West  Virginia  wherein  said  railway  is  situated; 
that  at  said  stockholders’  meeting  said  agreement  was  considered  and 
a  vote  by  ballot  taken  for  the  adoption  or  rejection  of  the  same;  that 
*45,573  votes,  representing  145,573  shares  of  stock,  were  cast  on  the 
question  of  adoption  or  rejection  at  said  meeting,  either  in  person  or 
by  proxy,  of  which  138,025  votes  were  cast  in  favor  of  the  adoption  and 
ratification  of  said  agreement,  and  7548  votes  were  cast  against  the  same. 

I  also  further  certify,  that  the  votes  cast  as  aforesaid  at  said  meeting, 
in  favor  of  the  adoption  and  ratification  of  said  agreement,  constitute 
more  than  two-thirds  in  amount  of  all  the  outstanding  capital  stock  of 
said  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company. 

'[seal]  Attest:  S.  B.  LIGGETT, 

Secretary  of  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company. 

I,  S.  B.  Liggett,  secretary  of  Chicago,  St.  Louis  and  Pittsburgh  Rail¬ 
road  Company,  do  hereby  certify  that  the  execution  of  the  foregoing 
agreement  of  consolidation  on  the  part  of  said  Chicago,  St.  Louis  and 
Pittsburgh  Railroad  Company,  was  authorized  by  resolution  duly  en¬ 
tered  on  their  minutes  by  the  directors  of  said  company,  at  a  meeting 
thereof  duly  called,  said  meeting  having  been  held  on  Wednesday,  the 
4th  day  of  June,  A.  D.  1890;  also,  that  said  agreement  was  submitted 
to  the  stockholders  of  said  Chicago,  St.  Louis  and  Pittsburgh  Railroad 
Company  at  a  meeting  thereof  (separate  from  the  meeting  of  the  stock¬ 
holders  of  either  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Com¬ 
pany,  the  Cincinnati  and  Richmond  Railroad  Company,  or  Jefferson¬ 
ville,  Madison  and  Indianapolis  Railroad  Company),  called  for  the  pur¬ 
pose  of  taking  the  same  into  consideration,  at  the  city  of  Indianapolis, 
Indiana  (the  principal  office  of  said  company  being  in  said  city),  on 
Wednesday,  the  20th  day  of  August,  A.  D.  1890;  due  notice  of  the  time, 
place  and  object  of  said  meeting  having  been  given  by  printed  notice 
addressed  to  each  stockholder  whose  name  is  registered  on  the  books 
of  the  company,  or  whose  post  office  address  is  known,  and  sent  by 
mail,  postage  prepaid,  to  such  post  office  address,  more  than  sixty  days 
previous  to  said  meeting:  said  notice  was  also  published  for  more  than 
sixty  days  previous  to  said  meeting,  in  a  newspaper  published  and  of 
general  circulation  in  the  city  of  Indianapolis  (the  principal  office  of 
said  company  being  located  in  said  city);  said  notice  was  also  published 
for  more  than  sixty  days  previous  to  said  meeting  in  a  newspaper  pub¬ 
lished  and  of  general  circulation  in  each  county  in  the  state  of  Indiana 
in  which  any 'portion  of  said  Chicago,  St.  Louis  and  Pittsburgh  Rail¬ 
road  is  situated,  and  in  which  any  stockholder  in  said  company  resides; 
said  notice  was  also  published  for  more  than  sixty  days,  and  for  nine 
successive  weeks  previous  to  said  meeting,  in  a  newspaper  published 
and  of  general  circulation  in  Cook  county,  Illinois,  said  county  being 
the  only  county  in  said  state  in  which  said  Chicago,  St.  Louis  and  Pitts- 


152  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


burgh  Railroad  is  situated — the  principal  office  of  said  company  for  said 
state  being  also  situated  in  said  county;  that  at  said  stockholders’  meeting 
said  agreement  was  considered  and  a  vote  by  ballot  taken  for  the  adop¬ 
tion  or  rejection  of  the  same;  that  185,975  votes,  representing  185,975 
shares  of  stock,  were  cast  on  the  question  of  adoption  or  rejection  at 
said  meeting,  either  in  person  or  by  proxy,  of  which  votes  185,288  were 
cast  in  favor  of  the  adoption  and  ratification  of  said  agreement,  and 
687  votes  were  cast  against  the  same. 

I  also  further  certify,  that  the  votes  cast  as  aforesaid  at  said  meeting, 
in  favor  of  the  adoption  and  ratification  of  said  agreement,  constitute 
more  than  two-thirds  in  amount  of  all  the  outstanding  capital  stock  of 
said  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company. 

[seal]  Attest:  S.  B.  LIGGETT, 

Secretary  of  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company. 

I,  S.  B.  Liggett,  secretary  of  the  Cincinnati  and  Richmond  Railroad 
Company,  do  hereby  certify  that  the  execution  of  the  foregoing  agree¬ 
ment  of  consolidation  on  the  part  of  said  the  Cincinnati  and  Richmond 
Railroad  Company,  was  authorized  by  resolution  duly  entered  on  their 
minutes  by  the  directors  of  said  company,  at  a  meeting  thereof  duly 
called,  said  meeting  having  been  held  on  the  sixth  day  of  June,  1890; 
also,  that  said  agreement  was  submitted  to  the  stockholders  of  said  the 
Cincinnati  and  Richmond  Railroad  Company  at  a  meeting  thereof  (sepa¬ 
rate  from  the  meeting  of  the  stockholders  of  either  the  Pittsburgh,  Cin¬ 
cinnati  and  St.  Louis  Railway  Company,  Chicago,  St.  Louis  and  Pitts¬ 
burgh  Railroad  Company,  or  Jeffersonville,  Madison  and  Indianapolis 
Railroad  Company)  called  for  the  purpose  of  taking  the  same  into  con¬ 
sideration,  at  the  city  of  Hamilton,  Ohio  (the  principal  office  of  said 
company  being  in  said  city),  on  Tuesday,  the  19th  day  of  August,  A.  D. 
1890;  due  notice  of  the  time,  place  and  object  of  said  meeting  having 
been  given  by  printed  notice  addressed  to  each  stockholder  whose  name 
is  registered  on  the  books  of  the  company,  or  whose  post  office  address 
is  known,  and  sent  by  mail,  postage  prepaid,  to  such  post  office  address 
more  than  sixty  days  previous  to  said  meeting;  said  notice  was  also 
published  for  more  than  sixty  days  previous  to  said  meeting  in  a  news¬ 
paper  published  and  of  general  circulation  in  the  city  of  Hamilton; 
said  notice  was  also  published  for  more  than  sixty  days  previous  to 
said  meeting  in  a  newspaper  published  and  of  general  circulation  in 
each  county  in  the  state  of  Indiana  in  which  any  portion  of  said  the 
Cincinnati  and  Richmond  Railroad  is  situated,  and  in  which  any  stock¬ 
holder  in  said  company  resides;  that  at  said  stockholders’  meeting  said 
agreement  was  considered  and  a  vote  by  ballot  taken  for  the  adoption 
or  rejection  of  the  same;  that  12,494  votes,  representing  12,494  shares  of 
stock,  were  cast  on  the  question  of  adoption  or  rejection  at  said  meet¬ 
ing,  either  in  person  or  by  proxy,  of  which  votes  12,494  were  cast  in 
favor  of  the  adoption  and  ratification  of  said  agreement,  and  no  votes 
were  cast  against  the  same. 

I  also  further  certify,  that  the  votes  cast  as  aforesaid  at  said  meeting, 
in  favor  of  the  adoption  and  ratification  of  said  agreement,  constitute 


CORPORATE  HISTORY. 


*53 


more  than  two-thirds  in  amount  of  all  the  outstanding  capital  stock  of 
said  the  Cincinnati  and  Richmond  Railroad  Company. 

[seal]  Attest:  S.  B.  LIGGETT, 

Secretary  of  the  Cincinnati  and  Richmond  Railroad  Company. 

I,  S.  B.  Liggett,  secretary  of  Jeffersonville,  Madison  and  Indianapolis 
Railroad  Company,  do  hereby  certify  that  the  execution  of  the  foregoing 
agreement  of  consolidation  on  the  part  of  said  Jeffersonville,  Madison 
and  Indianapolis  Railroad  Company,  was  authorized  by  resolution  duly 
entered  on  their  minutes  by  the  directors  of  said  company,  at  a  meeting 
thereof  duly  called,  said  meeting  having  been  held  on  Tuesday,  the  ioth 
day  of  June,  1890;  also,  that  said  agreement  was  submitted  to  the  stock¬ 
holders  of  said  Jeffersonville,  Madison  and  Indianapolis  Railroad  Com¬ 
pany,  at  a  meeting  thereof  (separate  from  the  meeting  of  the  stockholders 
of  either  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company, 
Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company,  or  the  Cincinnati 
and  Richmond  Railroad  Company),  called  for  the  purpose  of  taking  the 
same  into  consideration,  at  the  city  of  Jeffersonville,  Indiana  (the  prin¬ 
cipal  office  of  said  company  being  in  said  city),  on  Wednesday,  the  20th 
day  of  August,  1890,  due  notice  of  the  time,  place  and  object  of  said 
meeting  having  been  given  by  printed  notice  addressed  to  each  stock¬ 
holder  whose  name  is  registered  on  the  books  of  the  company,  or  whose 
post  office  address  is  known,  and  sent  by  mail  to  such  post  office  address; 
said  notice  was  also  published  for  more  than  thirty  days  previous  to 
said  meeting  in  a  newspaper  published  and  of  general  circulation  in  the 
city  of  Jeffersonville  (the  principal  office  of  said  company  being  located 
in  said  city);  said  notice  was  also  published  for  more  than  thirty  days 
previous  to  said  meeting  in  a  newspaper  published  and  of  general  cir¬ 
culation  in  each  county  in  the  state  of  Indiana  in  which  any  portion  of 
said  Jeffersonville,  Madison  and  Indianapolis  Railroad  is  situated,  and 
in  which  any  stockholder  in  said  company  resides;  that  at  said  stock¬ 
holders’  meeting  said  agreement  was  considered,  and  a  vote  by  ballot 
taken  for  the  adoption  or  rejection  of  the  same;  that  19.808  votes,  repre¬ 
senting  19,808  shares  of  stock,  were  cast  on  the  question  of  adoption  or 
rejection  at  said  meeting,  either  in  person  or  by  proxy,  of  which  19,808 
votes  were  cast  in  favor  of  the  adoption  and  ratification  of  said  agree¬ 
ment,  and  no  votes  were  cast  against  the  same. 

I  also  further  certify,  that  the  votes  cast  as  aforesaid  at  said  meeting, 
in  favor  of  the  adoption  and  ratification  of  said  agreement,  constitute 
more  than  two-thirds  in  amount  of  all  the  outstanding  capital  stock  of 
said  Jeffersonville,  Madison  and  Indianapolis  Railroad  Company. 

[seal]  Attest:  S.  B.  LIGGETT, 

Secretary  of  Jeffersonville,  Madison  and  Indianapolis  Railroad  Company. 

Filed  in  the  office  of  the  secretary  of  state  of  Pennsylvania,  August  29, 
1890;  Ohio,  August  28,  1890;  West  Virginia,  August  26,  1890;  Indiana. 
August  25,  1890;  Illinois,  August  25,  1890. 


154  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


CONSOLIDATED  MORTGAGE, 

Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Company 
to  the  Farmers’  Loan  and  Trust  Company  of  New  York  and 
W.  N.  Jackson,  Trustees. 

Dated  October  i,  1890. 

Securing  $75,000,000  bonds. 

This  indenture,  made  this  first  day  of  October,  in  the  year  one  thou¬ 
sand  eight  hundred  and  ninety,  between  the  Pittsburgh,  Cincinnati, 
Chicago  and  St.  Louis  Railway  Company,  hereinafter  called  the  railway 
company,  as  first  party,  and  the  Farmers’  Loan  and  Trust  Company,  of 
New  York,  and  William  N.  Jackson,  of  Indianapolis,  Indiana,  hereinafter 
called  the  trustee,  as  second  party;  bears  witness: 

Whereas,  The  first  party  is  a  railroad  company  duly  created  and 
organized  under  the  laws  of  Pennsylvania,  West  Virginia,  Ohio,  Indiana 
and  Illinois,  lately  formed  by  consolidation  of  the  following  named 
companies:  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company; 
Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company;  the  Cincinnati 
and  Richmond  Railroad  Company;  and  Jeffersonville,  Madison  and  In¬ 
dianapolis  Railroad  Company;  and 

Whereas,  It  was  provided  in  the  articles  of  agreement  under  which 
said  consolidation  was  effected,  that,  for  the  purpose  of  providing  means 
wherewith  to  pay  certain  prior  sectional  bonds  which  are  outstanding, 
and  which  are  a  lien  upon  various  portions  of  the  railroad  of  said  con¬ 
solidated  railroad  company;  also,  for  the  payment  of  certain  other  indebt¬ 
edness  of  one  or  more  of  the  constituent  companies,  parties  to  said 
agreement  of  consolidation,  and  for  the  further  purpose  of  the  purchase 
and  construction  of  additional  railways,  and  for  other  lawful  purposes, 
said  consolidated  company  should  create  an  issue  of  bonds  to  the  amount 
of  seventy-five  million  dollars,  the  same  to  be  issued  in  such  form  and 
from  time  to  time,  in  different  series  at  such  rate  of  interest  as  the 
directors  of  said  company  shall  determine;  and,  further,  that  the  pay¬ 
ment  of  the  principal  and  interest  of  said  bonds  should  be  secured  by  a 
mortgage  or  deed  of  trust  of  said  consolidated  company,  covering  all  the 
railroads,  estates  real,  personal  and  mixed,  acquired  and  to  be  acquired; 
also,  all  the  franchises  of  said  corporation,  including  the  franchise  to  be 
a  corporation;  and 

Whereas,  Said  articles  of  consolidation,  expressing  among  other  things, 
authority  and  direction  to  the  directors  of  said  consolidated  company 
to  execute  said  bonds  and  mortgage,  were  ratified  and  confirmed  by  the 
requisite  number  of  stockholders  of  said  several  constituent  companies 
and  in  all  respects  according  to  the  law  of  the  several  states  above  men¬ 
tioned,  wherein  any  portion  of  the  property  of  said  consolidated  railroad 
company  is  situated;  and 

Whereas,  Pursuant  to  the  authority  and  direction  contained  in  said 
agreement  of  consolidation,  ratified  and  confirmed  by  the  stockholders 
as  aforesaid,  at  a  meeting  held  on  the  eighteenth  day  of  September,  in 
the  year  one  thousand  eight  hundred  and  ninety,  the  directors  of  said 


CORPORATE  HISTORY. 


155 


consolidated  company  did  authorize  and  direct  the  execution  of  this 
mortgage,  and  the  creation  and  issue  of  the  bonds  to  be  secured  thereby, 
the  different  series  of  said  bonds  to  be  issued  at  different  dates  from 
time  to  time  and  to  be  designated  by  different  letters  of  the  alphabet 
the  same  to  be  substantially  in  the  following  form: 

The  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Company. 

United  States  of  America. 

No.  -  $1000. 

States  of  Pennsylvania,  West  Virginia,  Ohio,  Indiana  and  Illinois. 

Consolidated  Mortgage  Bond. 

Loan  of  $75,000,000. 

Series  $  (authorized  by  resolution  of  directors 

of  said  company  of  date  ). 

The  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Company 
acknowledges  itself  indebted  to  the  bearer  in  the  sum  of  one  thousand 
dollars  ($1000)  gold  coin  of  the  United  States  of  America,  which  sum 
said  company  promises  to  pay  at  its  agency  in  the  city  of  New  York  on 
the  first  day  of  in  the  year 

with  interest  thereon  in  like  gold  coin  at  the  rate  of  per  cent, 

per  annum,  payable  semi-annually,  at  said  agency  on  the  first  days  of 

and  in  each  year,  on  presentation  and 

surrender  of  the  respective  coupons  hereto  annexed,  as  the  same  become 
due. 

This  bond  is  one  of  an  entire  issue  of  seventy-five  thousand  bonds  of 
■one  thousand  dollars  each,  numbered  consecutively  from  one  to  seventy- 
five  thousand,  inclusive,  a  total  of  seventy-five  million  dollars,  all  of  like 
tenor  and  amount,  except  that  the  same  may  be  issued  in  different  series 
on  different  dates  and  the  different  series  thereof  are  designated  by 
different  letters  of  the  alphabet  and  may  bear  different  rates  of  interest, 
payable  at  different  semi-annual  periods.  This  bond  is  also  one  of 
series  of  said  issue,  which  consists  of  bonds  num¬ 
bered  consecutively  from  No.  to  No.  ,  inclusive, 

amounting  in  the  aggregate  to  $  .  The  payment  of  the 

principal  of  all  said  seventy-five  thousand  bonds,  with  interest  as  afore¬ 
said,  is  secured  by  a  certain  mortgage  or  deed  of  trust  of  said  company, 
bearing  date  October  1st,  1890,  and  conveying  all  its  railways,  estates 
real,  personal  and  mixed,  acquired  and  to  be  acquired;  also,  all  its  fran¬ 
chises,  including  the  franchise  to  be  a  corporation,  more  particularly 
described  in  said  mortgage  or  deed  of  trust  to  the  Farmers’  Loan  and 
Trust  Company,  of  New  York,  and  William  N.  Jackson,  trustee,  and 
duly  recorded  in  the  office  of  the  recorder  of  deeds  of  the  several  counties 
in  the  states  of  Pennsylvania,  West  Virginia,  Ohio,  Indiana  and  Illinois, 
wherein  said  railways  are  located  and  in  which  the  property  covered  by 
said  mortgage  is  situated. 

The  creation  and  issue  of  said  bonds  and  mortgage  have  been  duly 
authorized  by  corporate  action  taken  in  pursuance  of  the  laws  of  the 
several  states  in  which  any  portion  of  the  railways  of  said  company  is 
situated. 


156  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

This  bond  is  further  secured  by  a  sinking  fund  provided  for  the  pay¬ 
ment  of  the  same  in  manner  set  forth  in  said  mortgage,  and  the  principal 
and  interest  thereof  are  payable  without  deduction  for  any  tax  which 
may  be  imposed  thereon  either  by  the  laws  of  the  United  States  of 
America,  or  of  the  states  of  Pennsylvania,  West  Virginia,  Ohio,  Indiana 
or  Illinois,  which  the  said  railway  company  may  be  required  to  retain 
therefrom. 

And  it  is  hereby  agreed  between  said  company  and  the  holder  of  this 
bond  that  no  recourse  shall  be  had  for  the  payment  of  principal  or 
interest  thereof  to  any  stockholder  of  said  company  by  reason  of  any 
law  of  either  of  the  states  above  named,  the  liability  of  such  stockholder 
therefor  being  hereby  expressly  waived;  and  that  in  case  of  any  default 
in  the  payment  of  the  principal  or  interest  hereof  the  said  company 
hereby  waives  the  benefit  of  any  extension,  stay  or  appraisement  laws 
that  may  be  then  in  force. 

Bonds  of  this  issue  to  the  amount  of  thirty-seven  million  one  hundred 
and  ninety  thousand  dollars  ($37,190,000)  are  reserved  and  held  by  said 
railway  company  for  the  purpose  of  paying  certain  prior  sectional  bonds 
fully  set  forth  in  said  mortgage  or  deed  of  trust,  which  bonds  being  so 
paid,  the  mortgage  securing  this  bond  will  become  the  first  lien  on  the 
property  mentioned  therein. 

This  bond  shall  not  become  valid  until  the  certificate  authenticating 
the  same,  which  is  endorsed  hereon,  shall  be  signed  by  said  Farmers’" 
Loan  and  Trust  Company,  one  of  the  parties  forming  the  trustee  under 
said  mortgage.  And  the  same  shall  pass  by  delivery  unless  registered 
on  the  books  of  the  company,  but  after  registration  of  ownership  certified 
hereon,  no  transfer  thereof  except  on  the  books  of  the  company  shall  be 
valid,  unless  the  last  registration  shall  have  been  to  bearer,  and  trans¬ 
ferability  by  delivery  thereby  restored,  and  this  bond  shall  continue 
subject  to  successive  registrations  and  transfers  to  bearer  at  the  option 
of  the  holder. 

In  witness  whereof,  the  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis 
Railway  Company  has  caused  this  bond  to  be  executed  by  its  vice- 
president,  and  its  corporate  seal  to  be  hereto  affixed,  attested  by  its 
secretary,  the  first  day  of  October,  in  the  year  one  thousand  eight  hun¬ 
dred  and  ninety. 

The  Pittsburgh,  Cincinnati,  Chicago  and 

St.  Louis  Railway  Company, 

By - ,  Vice-President. 

Attest: 

- ,  Secretary. 

trustee’s  certificate 

We  hereby  certify  that  the  within  bond  is  one  of  the  issue  secured 
by  the  mortgage  herein  mentioned. 

The  Farmers’  Loan  and  Trust  Company,  Trustee, 

By - ,  President. 


CORPORATE  HISTORY. 


157 


COUPON. 

The  Pittsburgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Company 
will  pay  to  the  bearer,  on  the  first  day  of 

dollars,  in  gold  coin  of  the 
United  States  of  America,  at  its  agency,  in  the  city  of  New  York,  being 
six  months’  interest  on  bond  No. 

- ,  Treasurer. 

Now,  therefore,  the  first  party,  in  pursuance  of  lawful  action  taken  by 
its  directors  and  stockholders,  as  aforesaid,  as  fully  appears  in  the  proper 
records  of  the  first  party,  and  for  and  in  consideration  of  the  premises, 
and  in  further  consideration  of  the  sum  of  one  dollar  ($1),  in  hand  paid 
by  the  second  party,  receipt  whereof  is  hereby  acknowledged,  and  especi¬ 
ally  in  order  to  secure  the  payment  of  the  principal  and  interest  of  said 
seventy-five  thousand  bonds,  according  to  the  tenor  thereof,  and  without 
preference,  priority  or  distinction,  as  to  any  of  them,  and  without  regard 
to  the  time  when  said  bonds  or  any  of  them  shall  be  issued,  has  granted, 
bargained,  sold,  transferred  and  conveyed,  and  does  hereby  grant,  bar¬ 
gain,  sell,  transfer  and  convey  unto  the  second  party,  as  joint  tenants 
and  not  as  tenants  in  common,  and  to  the  survivor  of  them,  their  suc¬ 
cessors  and  assigns,  the  following  railways,  heretofore  known  as  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway,  the  Chicago,  St.  Louis 
and  Pittsburgh  Railroad,  the  Cincinnati  and  Richmond  Railroad,  the 
Jeffersonville,  Madison  and  Indianapolis  Railroad,  said  several  railways 
being  now  merged  into  one,  and  known  as  the  Pittsburgh,  Cincinnati, 
Chicago  and  St.  Louis  Railway,  and  more  particularly  described  as 
follows: 

Beginning  in  south  Pittsburgh,  in  the  county  of  Allegheny,  state  of 
Pennsylvania,  on  the  east  side  of  the  Washington  turnpike  at  the  west 
end  of  the  Steubenville  extension  of  the  Pennsylvania  Railroad,  and 
connecting  therewith  and  extending  through  the  counties  of  Allegheny 
and  .Washington  in  Pennsylvania;  including  herein  the  branch  about  nine 
miles  long  situated  in  Allegheny  and  Washington  counties,  known  as 
the  Bridgeville  and  McDonald  Branch;  also  through  the  counties  of 
Brooke  and  Hancock,  in  West  Virginia,  including  herein  the  New  Cum¬ 
berland  Branch,  situated  in  Hancock  county,  and  extending  from  the 
junction  on  the  main  line  to  New  Cumberland,  a  distance  of  about  ten 
miles;  thence  across  the  Ohio  river,  including  the  bridge  and  railroad 
thereon,  and  by  means  of  which  said  railroad  extends  across  said  river 
into  the  state  of  Ohio;  thence  in  the  state  of  Ohio,  through  the  counties 
of  Jefferson,  Harrison,  Tuscarawas,  Coshocton  and  Muskingum  to  the 
city  of  Newark,  in  Licking  county;  and  an  undivided  one-half  interest 
in  the  continuation  of  said  railway  from  Newark  to  Columbus;  the  other 
undivided  one-half  interest  therein  being  owned  by  the  Central  Ohio 
Railroad  Company,  as  reorganized;  including  herein  the  Cadiz  Branch 
situated  in  Harrison  county,  extending  from  the  junction  on  the  main 
line  to  Cadiz,  a  distance  of  about  seven  miles;  also,  from  Columbus, 
Franklin  county,  Ohio,  through  the  counties  of  Franklin,  Madison, 
Union,  Champaign,  Miami,  Darke  and  Preble,  to  a  point  on  the  state 


I58  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  , ST.  LOUIS  RY.  CO. 

line  between  Ohio  and  Indiana  near  New  Paris,  in  the  direction  of  Rich¬ 
mond,  Indiana;  also,  from  Bradford  Junction,  a  point  on  the  main  line 
in  Miami  county,  Ohio,  in  a  northwesterly  direction,  through  the  coun¬ 
ties  of  Miami  and  Darke,  to  Union  City,  a  point  on  the  state  line  between 
Ohio  and  Indiana;  also,  from  said  point  on  the  state  line  between  Ohio 
and  Indiana,  near  New  Paris,  as  aforesaid,  through  the  counties  of 
Wayne,  Henry,  Rush,  Hancock,  and  to  the  city  of  Indianapolis,  in 
Marion  county,  in  the  state  of  Indiana;  also,  from  said  Union  City  on 
the  state  line  between  Ohio  and  Indiana,  in  a  northwesterly  direction, 
across  the  state  of  Indiana,  through  the  counties  of  Randolph,  Jay, 
Blackford,  Grant,  Miami,  Cass,  Pulaski,  Starke,  Porter  and  Lake  to  the 
state  line  between  Indiana  and  Illinois;  thence  across  the  state  line  into 
the  state  of  Illinois  and  through  the  county  of  Cook  to  the  city  of 
Chicago;  also,  from  Richmond,  Indiana,  in  a  northwesterly  direction, 
through  the  counties  of  Wayne,  Henry,  Madison,  Tipton,  Howard  and 
Cass  to  the  city  of  Logansport;  thence  westwardly  from  the  city  of 
Logansport  through  the  counties  of  Cass,  White,  Jasper  and  Newton 
to  a  point  on  the  state  line  between  Indiana  and  Illinois;  including, 
herein  the  right  of  way  and  tracks  designated  as  the  Kokomo  Belt  Rail¬ 
road  in  Howard  county;  also,  from  Rendcomb  Junction  in  Hamilton 
county,  Ohio,  on  the  line  of  the  Little  Miami  Railroad,  in  a  north¬ 
westerly  direction  through  the  counties  of  Hamilton,  Butler  and  Preble 
to  the  state  line  between  Ohio  and  Indiana;  thence  across  said  state  line 
to  the  city  of  Richmond,  Indiana;  including  herein  a  branch  of  what 
was  formerly  known  as  the  Richmond  and  Miami  Railroad — and  more 
recently,  the  Cincinnati  and  Richmond  Railroad,  beginning  at  the  junc¬ 
tion  point  in  the  state  of  Indiana,  on  the  main  line  of  what  was  formerly 
the  Richmond  and  Miami  Railroad,  a  distance  of  about  two  miles  east 
of  Richmond;  extending  thence  easterly  a  distance  of  about  two  miles 
to  the  junction  with  the  Dayton  and  Western  Railroad  on  the  state  line 
between  Indiana  and  Ohio;  also  from  the  city  of  Indianapolis,  in  Marion 
county,  in  a  southerly  direction  through  the  counties  of  Marion,  Johnson, 
Bartholomew,  Jackson,  Scott  and  Clark  to  the  city  of  Jeffersonville,  on 
the  Ohio  river;  also,  from  Columbus,  Bartholomew  county,  Indiana,  in 
a  southeasterly  direction,  through  the  counties  of  Bartholomew,  Jennings 
and  Jefferson  to  the  city  of  Madison,  on  the  Ohio  river;  also,  from 
said  Columbus,  Indiana,  in  a  northeasterly  direction,  through  the  coun¬ 
ties  of  Bartholomew,  Shelby,  Rush,  Fayette  and  Wayne  to  Cambridge 
City;  also,  from  Jeffersonville,  on  the  Ohio  river,  and  extending  westerly 
through  the  counties  of  Clark  and  Floyd  to  the  city  of  New  Albany, 
Indiana,  including  herein  a  branch  railroad  situated  wholly  in  Clark 
county,  Indiana,  and  extending  from  a  point  on  the  New  Albany  Branch 
eastwardly  to  the  city  of  Jeffersonville,  a  distance  of  about  one  and  a 
half  miles. 

The  total  length  of  main  track  comprised  herein  being  one  thousand 
and  fifty-three  miles,  and  the  total  length  of  branches  being  thirty-two 
miles,  a  total  mileage  of  ten  hundred  and  eighty-five  miles. 

Including  all  rights  of  way,  station  grounds,  gravel  pits,  stock  yards 
and  other  lands;  all  main  tracks,  double  tracks,  side  tracks  and  other 


CORPORATE  HISTORY. 


159 


tracks;  all  passenger  and  freight  houses,  engine  houses,  car  houses,  wood 
houses,  platforms,  sheds,  water  tanks,  reservoirs,  work  shops,  machine 
shops,  bridges,  viaducts,  culverts,  fences,  fixtures  and  superstructures  of 
every  kind  now  held  or  hereafter  acquired  for  use  in  connection  with 
said  railroad  or  branches,  or  the  business  thereof;  including  also  all 
locomotives,  tenders,  passenger,  baggage,  freight  and  other  cars,  ma¬ 
chines,  tools,  implements,  telegraph  poles,  lines,  instruments  and  ap¬ 
purtenances;  also,  all  materials  and  fuel  for  constructing,  operating, 
repairing  or  replacing  said  railroad  and  branches,  its  equipments  or 
appurtenances,  or  any  part  thereof,  now  held  by  the  first  party  or  here¬ 
after  acquired  by  it  and  connected  with  or  relating  to  said  railroad  or 
branches,  or  to  the  construction,  maintenance  or  use  thereof,  or  any 
part  of  the  same,  together  with  all  and  singular  the  tenements,  heredita¬ 
ments  and  appurtenances  to  the  said  railroad  and  branches,  or  any  part 
thereof  belonging  or  in  anywise  appertaining;  and  the  reversion  and 
reversions,  remainder  and  remainders,  tolls,  income,  rents,  issues  and 
profits  thereof,  of  said  railroad,  branches  and  appurtenances,  and  also 
the  estate,  right,  title,  interest,  property,  possession,  claim  and  demand 
whatsoever,  as  well  in  law  as  in  equity  of  the  first  party,  in  and  to  the 
same,  and  any  part  and  parcel  thereof  with  the  appurtenances;  also,  all 
other  property  wherever  situated,  now  or  hereafter  acquired,  and  all 
franchises  of  the  first  party,  including  the  franchise  to  be  a  corporation. 

To  have  and  to  hold  the  above  described  railroad,  branches,  property, 
estates,  rights,  franchises  and  appurtenances  unto  the  second  party,  as 
joint  tenants,  and  not  as  tenants  in  common,  and  to  the  survivor  of  them, 
their  successors  and  assigns  forever:  In  trust  nevertheless  for  the  uses 
and  purposes  herein  expressed,  to  wit: 

1.  Until  default  shall  be  made  by  said  the  Pittsburgh,  Cincinnati. 
Chicago  and  St.  Louis  Railway  Company,  its  successors  or  assigns,  in 
the  due  observance  of  the  covenants  and  agreements  hereinafter  con¬ 
tained  on  the  part  and  behalf  of  said  railway  company,  or  in  the  pay¬ 
ment  of  the  principal  or  interest  of  said  bonds  or  any  one  of  them, 
when  the  same  shall  become  due  and  payable,  said  railway  company 
shall  be  suffered  and  permitted  to  remain  in  the  actual  possession  of 
said  railway  and  branches;  also,  of  said  estates  and  franchises,  and  to 
exercise  and  enjoy  all  the  rights  and  privileges  relating  thereto,  and  to 
collect,  receive  and  use  the  tolls,  income,  rents,  revenues,  issues  and 
profits  thereof,  in  any  manner  which  will  not  impair  the  lien  created 
by  this  indenture;  and  the  said  railway  company  hereby  covenants  and 
promises  to  and  with  the  said  trustee  and  its  successors  in  the  trust 
hereby  created,  that  said  railway  company  shall  and  will  .diligently  and 
faithfully  keep  said  railway,  branches  and  appurtenances  in  good  order 
and  safe  running  condition,  and  shall  and  will  from  time  to  time  pay 
all  taxes,  assessments  and  governmental  charges  lawfully  imposed  upon 
said  railway,  branches  and  appurtenances,  or  upon  any  part  thereof,  the 
lien  of  which  might  dr  could  be  held  to  be  prior  to  the  lien  created  by 
this  indenture,  so  that  the  priority  of  this  indenture  shall  be  duly  pre¬ 
served,  and  that  said  railway  company  shall  not  do  or  suffer  any  matter 
or  thing  to  be  done  whereby  the  lien  hereof  might  or  could  be  impaired 


l60  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


until  said  bonds  and  all  interest  thereon  shall  be  fully  paid  and  satisfied; 
and  said  railway  company  agrees  that  it  will  punctually  pay  to  the 
holders  of  the  bonds  aforesaid  intended  to  be  hereby  secured,  interest 
thereon  semi-annually  as  the  same  shall  become  due  and  payable,  accord¬ 
ing  to  the  terms  in  said  bonds  contained,  and  on  the  days  respectively 
mentioned  for  the  payment  of  the  same;  and  will  also  on  the  days  and 
times  mentioned  in  said  bonds  respectively,  or  whenever  the  principal 
sums  of  said  bonds  shall,  according  to  the  provisions  thereof,  become 
due  and  payable,  fully  and  entirely  pay  off  and  satisfy  as  aforesaid  the 
whole  of  said  bonds,  principal  and  interest,  without  delay  and  without 
deduction  from  said  principal  and  interest  for  any  tax  or  taxes  now 
imposed  or  hereafter  to  be  imposed  thereon,  either  by  the  laws  of  the 
United  States  of  America,  or  of  the  states  of  Pennsylvania,  West  Vir¬ 
ginia,  Ohio,  Indiana  or  Illinois,  for  national  or  state  purposes,  and  which 
the  said  railway  company  may  be  required  by  said  laws  or  any  of  them 
to  retain  therefrom;  said  railway  company  hereby  agreeing  to  pay  the 
same. 

2.  In  case  said  railway  company  shall  at  any  time  after  demand  made 
neglect  for  a  period  of  six  months  to  pay  the  semi-annual  interest  due 
on  any  of  the  bonds  hereby  secured;  or  to  purchase  and  retire  bonds 
annually  as  hereinafter  required,  then,  and  in  either  such  case,  upon  the 
written  request  of  the  holders  of  at  least  one-fourth  in  amount  of  said 
bonds  then  outstanding,  said  trustee  shall  serve  upon  said  railway  com¬ 
pany  a  written  notice  that  the  principal  of  all  the  bonds  hereby  secured 
shall  become  immediately  due  and  payable,  and  the  same  shall  thereupon 
be  due  and  payable  accordingly;  and  in  any  such  case  or  in  case  said 
railway  company  shall  fail  to  pay  the  principal  of  any  bond  hereby 
secured  when  the  same  becomes  due  and  payment  thereof  has  been 
demanded,  said  trustee  shall,  upon  like  request  as  aforesaid,  accompanied 
by  a  tender  on  behalf  of  such  bondholders  or  any  of  them,  of  security 
satisfactory  to  such  trustee  against  personal  loss  or  liability,  enter  upon 
and  take  possession,  either  with  or  without  judicial  proceedings,  as  may 
be  deemed  best  by  such  trustee,  of  the  railway,  estates  real,  personal  and 
mixed;  also  the  franchises  hereby  mortgaged  or  intended  so  to  be,  and 
shall  and  will  thereupon  operate,  use,  manage  and  control  said  railway, 
estates  real,  personal  and  mixed  and  franchises,  possession  of  which 
may  be  so  taken,  and  collect  the  revenue,  tolls,  rents,  income,  interest 
and  profits  arising  therefrom,  and  appropriate  the  net  income  and  pro¬ 
ceeds  derived  therefrom  (after  deducting  the  expenses  of  this  trust,  and 
such  sum  or  sums  as  may  be  sufficient  to  indemnify  the  trustee  against 
any  liability,  loss  or  damage  for  or  on  account  of  any  matter  or  thing 
done  by  it  in  good  faith,  in  pursuance  of  its  duty  as  such  trustee)  to 
the  payment  in  full,  without  giving  preference,  priority  or  distinction  to 
one  bond  over  another,  first,  of  the  interest  accrued  and  accruing  upon 
all  the  bonds  then  outstanding  and  hereby  secured;  and  second,  of  the 
principal  of  such  bonds,  if  the  said  income  and  proceeds  be  sufficient, 
but  if  not,  then  pro  rata.  And  said  trustee,  after  or  without  entering 
upon  or  taking  such  possession,  but  upon  the  written  request  of  the 
holders  of  a  like  amount  of  said  bonds  then  outstanding,  and  upon 


CORPORATE  HISTORY. 


l6l 


tender  of  satisfactory  security  as  above  provided,  shall  proceed,  with  or 
without  judicial  proceedings,  as  to  such  trustee  may  seem  best,  to  sell 
the  railway  and  branches,  estates  real,  personal  and  mixed,  and  franchises 
hereby  mortgaged,  or  intended  so  to  be,  to  the  highest  and  best  bidder 
at  public  sale  in  the  city  of  Columbus,  Ohio,  first  giving  sixty  days’ 
notice  of  such  intended  sale  by  publication  to  be  made  at  least  twice  in 
each  week  in  at  least  two  daily  newspapers  published  in  each  of  the  cities 
of  New  York,  Philadelphia,  Pittsburgh,  Wheeling,  West  Virginia,  Co¬ 
lumbus,  Ohio,  Indianapolis,  Indiana,  and  Chicago,  Illinois;  and  it  shall 
be  lawful  for  said  trustee  to  make  and  deliver  to  any  purchaser  at  such 
sale  a  good  and  sufficient  deed  or  deeds,  conveying  the  railway,  estates, 
real,  personal  and  mixed,  and  franchises  sold  as  aforesaid. 

3.  It  is  hereby  expressly  agreed  and  declared  that  any  sale  which  shall 
be  made  as  aforesaid  shall  be  a  perpetual  bar  both  in  law  and  in  equity 
against  said  railway  company,  and  against  any  and  all  persons  whom¬ 
soever  claiming  or  to  claim  the  premises  or  franchises  so  sold  or  any 
part  thereof,  by,  from,  through,  or  under  the  said  railway  company,  its 
successors  or  assigns;  and  after  deducting  from  the  proceeds  of  such 
sale  just  allowance  for  all  expenses  connected  therewith,  including  coun¬ 
sel  fees,  as  well  as  any  and  all  advances,  expenses  and  liabilities,  which 
may  have  been  made  or  incurred  by  said  trustee  in  operating  or  main¬ 
taining  said  railway  or  in  managing  the  business  thereof,  while  the  same 
shall  have  been  in  its  possession  or  in  arranging  for  and  completing  the 
sale  aforesaid;  and  also,  all  payments  which  may  have  been  made  by 
such  trustee  for  taxes  and  assessments,  or  for  charges  or  liens  prior  to 
the  lien  of  this  indenture,  if  any  such  there  shall  be  on  the  said  premises 
and  franchises  so  sold,  or  any  part  thereof,  as  well  as  just  and  reasonable 
compensation  for  the  trustee’s  services,  such  trustee  shall  apply  the  pro¬ 
ceeds  of  such  sale  to  the  payment  of  the  principal  of  such  of  the  said 
bonds  as  may  be  at  that  time  outstanding  and  unpaid,  whether  or  not 
such  principal  shall  have  by  the  terms  of  said  bonds  previously  become 
due,  and  of  the  unpaid  interest  which  shall  have  accrued  upon  said  prin¬ 
cipal  up  to  that  time,  with  interest  thereon  if  the  same  be  overdue,  with¬ 
out  discrimination  or  preference  between  principal  and  interest,  but  rat¬ 
ably  to  the  aggregate  amount  of  such  unpaid  principal  and  accrued  and 
unpaid  interest. 

4.  Nothing  herein  contained  shall  be  construed  as  limiting  the  right 
of  said  trustee  to  apply  to  the  courts  for  judgment  or  decree  of  fore¬ 
closure  and  sale  under  this  indenture,  or  for  the  usual  relief  in  the  course 
of  such  proceedings;  and  said  trustee  may,  in  its  discretion,  apply  to  any 
competent  court  for  relief  by  way  of  foreclosure  or  otherwise,  if  so  ad¬ 
vised  by  counsel,  instead  of  taking  possession  of  or  selling  said  property 
when  required  so  to  do  by  bondholders. 

5.  It  is  hereby  expressly  agreed  and  declared  that  upon  any  sale  of 
said  premises,  which  may  be  made  under  or  by  virtue  of  the  powers 
herein  given  to  the  trustee,  or  under  the  judgment  or  decree  of  any 
court  of  competent  jurisdiction  rendered  in  any  suit  or  proceeding  for 
the  enforcement  or  foreclosure  of  the  lien  hereby  created,  the  principal 
of  all  the  aforesaid  bonds  shall  become  and  be  immediately  due  and 


11 


162  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


payable,  and  payment  shall  be  made  to  the  holders  of  the  bonds  and 
coupons,  without  discrimination  or  preference  on  account  of  the  time  of 
the  actual  issue  of  said  bonds;  and  if,  after  payment  in  full  of  all  of  said 
bonds,  principal  and  interest,  including  interest  on  overdue  interest,  any 
surplus  of  the  proceeds  of  sale  shall  remain  in  possession  of  the  trustee, 
such  surplus  shall  be  paid  to  the  Pittsburgh,  Cincinnati,  Chicago  and 
St.  Louis  Railway  Company,  its  successors  or  assigns,  or  as  any  court 
of  competent  jurisdiction  shall  lawfully  direct.  In  event  of  a  sale  by  the 
trustee  without  judicial  proceedings,  such  trustee  may  adjourn  such  sale 
by  announcement  made  at  the  time  and  place  appointed  therefor,  and 
may  make  such  sale  at  the  time  and  place  to  which  the  same  may  be  so 
adjourned,  without  further  notice  thereof.  The  receipt  of  the  trustee 
shall  be  a  sufficient  discharge  to  the  purchaser  or  purchasers  of  the 
property  which  shall  be  sold  as  aforesaid  for  the  purchase  money;  and 
such  purchaser  or  purchasers  shall  not,  after  paying  such  purchase  money 
and  receiving  such  receipt,  be  bound  to  see  to  the  application  of  such 
purchase  money  upon  or  for  the  trusts  or  purposes  of  this  indenture, 
or  be  in  any  manner  whatsoever,  answerable  for  any  loss,  misapplication 
or  non-application  of  such  purchase  money  or  of  any  part  thereof;  and 
in  case  of  default  as  aforesaid,  the  property  embraced  in  this  indenture 
may  be  sold  free  from  the  operation  of  any  appraisement,  stay  or  execu¬ 
tion  laws,  which  now  exist  or  may  be  hereafter  enacted. 

6.  It  is  hereby  declared,  that  at  any  public  sale  of  the  premises  and 
franchises  hereby  conveyed,  made  by  virtue  of  the  power  hereby  granted, 
or  by  judicial  authority,  for  the  purpose  of  enforcing  the  lien  of  this 
indenture,  the  trustee  under  this  indenture  may,  in  its  discretion,  purchase 
and  acquire  the  property  so  offered  for  sale  on  behalf  of  all  holders  of 
the  bonds  and  coupons  secured  hereby,  then  outstanding;  provided, 
however,  that  nothing  herein  contained  shall  authorize  said  trustee  to  bid 
on  behalf  of  such  holders,  a  sum  exceeding  the  whole  amount  of  said 
bonds,  principal  and  interest,  then  outstanding,  with  the  interest  accrued 
thereon,  and  the  expenses  of  such  sale  for  the  entire  property  and  fran¬ 
chises  then  held  upon  the  trusts  of  this  indenture,  or  an  amount  rea¬ 
sonably  proportioned  thereto  for  any  part  thereof.  And  it  is  hereby 
further  declared  that  the  bonds  and  overdue  interest  aforesaid  shall  be 
received  in  payment  of  the  purchase  money  of  any  property  sold  as 
aforesaid,  as  equivalent  to  so  much  of  said  purchase  money  as  would  be 
distributable  and  payable  thereon. 

7.  The  railway  company  covenants  that,  for  the  purpose  of  retiring 
the  bonds  hereby  secured,  or  intended  so  to  be,  it  will,  on  the  first  day 
of  October,  in  the  year  eighteen  hundred  and  ninety-five,  and  annually 
on  the  first  day  of  October  thereafter,  provide  out  of  its  net  earnings 
a  fund  equal  to  the  aggregate  of  one  per  centum  on  the  then  outstanding 
issue  of  said  bonds  and  the  annual  interest  on  such  bonds  as  shall  have 
been  before  that  time  purchased  with  said  fund.  If  in  any  year  bonds 
at  their  par  value  or  less,  be  not  offered  for  sale  to  an  amount  equal 
to  the  sinking  fund  thus  provided,  the  whole  of  said  one  per  centum 
for  that  year,  if  none  be  offered,  or  such  amount  of  it  as  shall  not  be 
used  in  purchasing  said  bonds  as  may  be  offered,  shall  lapse  into  the 


CORPORATE  HISTORY. 


163 

treasury  of  said  railway  company,  and  shall  not  be  required  to  be  added 
to  the  amount  to  be  paid  in  any  subsequent  year,  but  the  interest  upon 
such  of  said  bonds  as  shall  have  been  before  that  time  purchased  and 
held  in  and  for  said  sinking  fund,  or  so  much  of  it  as  shall  not  be  used 
in  any  year  for  the  purchase  of  bonds  offered,  shall  be  held  by  the  first 
party  and  added  to  the  said  one  per  centum  at  any  future  annual  period 
when  bonds  can  be  purchased. 

The  railway  company  will,  by  notice  published  once  a  week  in  one 
daily  newspaper,  in  each  of  the  cities  of  New  York  and  Philadelphia, 
for  four  weeks  prior  to  the  time  of  such  purchase,  advertise  the  number 
of  bonds  to  be  purchased  as  aforesaid.  Sealed  proposals  for  the  sale  of 
said  bonds  will  be  received  at  the  agency  of  said  railway  company  in 
the  city  of  New  York,  on  or  before  the  day  prior  to  the  time  of  making 
such  purchase,  and  bonds  offered  at  the  lowest  price  will  be  accepted 
and  paid  for.  Should  bonds  of  different  holders  be  offered  at  the  same 
price,  the  number  of  bonds  so  purchased  shall  be  on  a  pro  rata  basis, 
as  near  as  practicable,  in  proportion  to  the  whole  number  of  bonds 
offered.  Bonds  when  so  purchased  shall  be  immediately  canceled  by 
the  first  party  and  presented  to  the  trustee,  in  the  presence  of  a  notary 
public,  and  a  certificate  by  such  notary  under  his  official  seal  of  such 
cancellation  and  presentation  shall  be  executed  in  duplicate,  and  a  copy 
thereof  given  to  said  railway  company  and  to  the  trustee  under  this 
indenture,  which  certificate  shall  at  all  times  thereafter  be  conclusive 
evidence  of  the  payment  and  cancellation  of  the  bonds  that  may  be 
enumerated  in  said  certificate:  such  canceled  bonds  may  be  retained  by 
the  railway  company. 

8.  It  shall  and  may  be  lawful  for  said  railway  company,  its  successors 
and  assigns,  and  with  the  consent  and  approval  in  writing  of  the  trustee 
for  the  time  being,  at  any  time  or  times  hereafter,  to  exchange  for  other 
property  or  to  sell  any  part  of  the  hereby  mortgaged  estates  and  premises 
free  and  clear  from  the  lien  or  incumbrance  of  this  indenture,  and  to 
convey  the  same  without  liability  on  the  part  of  the  grantee  for  the  dis¬ 
position  made  of  the  price  paid  or  property  received  in  exchange;  pro¬ 
vided,  however,  that  evidence  of  the  propriety  of  such  proposed  sale  or 
exchange  shall  be  given  to  the  trustee  by  certificate  in  writing  of  one 
of  the  officers,  or  by  resolution  of  the  directors  of  the  railway  company, 
and  that  the  proceeds  of  any  sale  so  made,  shall,  at  the  option  of  the 
railway  company,  be  invested  by  it,  either  in  the  improvement  of  any 
remaining  part  of  the  mortgaged  premises  or  in  the  purchase  by  said 
railway  company  of  other  property,  real  or  personal,  which  property  so 
purchased,  as  also  any  that  may  be  acquired  in  exchange  as  aforesaid, 
by  the  railway  company,  shall  be  subject  to  all  the  trusts  hereby  declared 
(including  that  of  sale  or  exchange)  of  the  property  in  this  indenture 
described  and  shall  be  conveyed  in  mortgage  by  the  railway  company 
to  the  trustee  for  the  time  being  so  to  be  held;  or  in  the  purchase  of 
bonds  hereby  secured  at  the  same  time,  and  in  the  same  manner  as  in 
the  purchase  of  bonds  for  the  sinking  fund,  which  bonds,  so  purchased, 
shall  be  forthwith  canceled  and  retained  by  the  railway  company. 

9.  Thirty-seven  thousand  one  hundred  and  ninety  (37T90)  bonds  of 


164  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  issue  hereby  secured  shall  be  held  by  said  railway  company  in  trust 
for  the  sole  purpose  of  retiring  sectional  bonds  prior  in  lien  to  those 
hereby  secured,  and  embraced  in  the  following  issues,  to  wit: 

First  mortgage  bonds  of  Holiday’s  Cove  Railroad  Company.. $  120,000 


First  consolidated  mortgage  bonds  of  the  Pittsburgh,  Cin¬ 
cinnati  and  St.  Louis  Railway  Company .  6,863,000 

Second  mortgage  bonds  of  the  Pittsburgh,  Cincinnati  and 

St.  Louis  Railway  Company  .  2,500,000 

First  mortgage  extended  registered  bonds  of  Steubenville  and 

Indiana  Railroad  Company  .  3,000,000 

First  mortgage  bonds  of  Cincinnati  and  Chicago  Air  Line 

Railroad  Company  .  108,500 

First  mortgage  bonds  of  Old  Chicago  and  Great  Eastern  Rail¬ 
road  Company,  maturing  October  1,  1893 .  107,000 

First  mortgage  bonds  of  Last  Chicago  and  Great  Eastern  Rail¬ 
road  Company,  maturing  April  1,  1895 .  116,000 

First  mortgage  bonds  of  Columbus  and  Indianapolis  Central 

Railroad  Company  .  2,631,000 

Second  mortgage  bonds  of  Columbus  and  Indianapolis  Cen¬ 
tral  Railroad  Company  .  780,000 

First  mortgage  bonds  of  Union  and  Logansport  Railroad 

Company  .  715,000 

First  consolidated  mortgage  bonds  of  Chicago,  St.  Louis  and 

Pittsburgh  Railroad  Company  .  15,131,000 

First  mortgage  bonds  of  Jeffersonville,  Madison  and  Indian¬ 
apolis  Railroad  Company  .  2,507,000 

Second  mortgage  bonds  of  Jeffersonville,  Madison  and  Indian¬ 
apolis  Railroad  Company  .  1,995,000 

First  mortgage  bonds  of  Cincinnati,  Richmond  and  Chicago 

Railroad  Company  .  552,000 

Second  mortgage  bonds  of  Cincinnati,  Richmond  and  Chicago 

Railroad  Company  .  65,000 


Total . $37,190,500 


And  said  railway  company  hereby  covenants  that  it  will,  at  the  time  of 
maturity  of  said  issues  of  bonds  respectively,  punctually  and  fully  pay 
each  and  all  said  bonds,  and  forthwith  upon  such  payment  cause  release 
of  the  several  mortgages  securing  the  same  to  be  entered  of  record,  to 
the  end  that  when  said  bonds  shall  be  so  paid,  this  indenture  may  be¬ 
come  and  be  the  first  lien  on  the  property  hereby  conveyed. 

10.  Whenever  a  vacancy  or  vacancies  shall  occur  in  this  trust  from 
the  death,  resignation,  refusal  or  incapacity  to  act  of  either  of  the  parties 
of  the  second  part  hereto,  or  from  any  cause  whatever,  said,  the  Pitts¬ 
burgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Company,  shall  have 
full  power  and  authority  by  resolution  of  its  board  of  directors  to  de¬ 
clare  such  vacancy  and  nominate  and  appoint  a  new  trustee  or  trustees 
for  the  purpose  of  filling  the  vacancy  or  vacancies  so  caused.  Such 
nomination  and  appointment  shall  be  made  by  instrument  of  writing 


CORPORATE  HISTORY. 


165 

executed  under  the  corporate  seal  of  said  railway  company,  and  the 
acceptance  of  the  trust  by  such  new  trustee  or  trustees  shall  be  endorsed 
upon  such  instrument  of  writing,  and  the  trustee  or  trustees  so  appointed 
shall  be  invested  with  the  same  trusts  and  have  the  same  powers  as  the 
trustee  herein  named,  and  shall  be  subject  to  all  the  stipulations  and 
conditions  of  this  indenture. 

11.  It  is  hereby  covenanted  and  agreed,  and  this  trust  is  accepted  upon 
the  express  condition  that  said  trustee  shall  not,  nor  shall  any  future 
trustee,  incur  any  liability  or  responsibility  whatever  in  consequence  of 
permitting  or  suffering  said  railway  company,  its  successors  or  assigns, 
to  retain  or  be  in  possession  of  the  railway,  estates,  property  and  prem¬ 
ises  hereby  mortgaged  or  agreed  or  intended  so  to  be,  or  any  part 
thereof,  and  to  use  and  enjoy  the  same;  nor  shall  said  trustee,  nor  any 
future  trustee,  be  or  become  responsible  or  liable  for  any  destruction, 
deterioration,  loss,  injury  or  damage  which  may  be  done  or  occur  to  the 
railway,  estates,  property  and  premises  hereby  mortgaged,  or  intended 
so  to  be,  by  said  railway  company,  its  agents  or  servants,  or  by  any 
other  person  or  persons  whomsoever;  nor  shall  any  such  trustee  be  in 
any  way  responsible  for  the  consequences  of  any  breach  on  the  part  of 
said  railway  company  of  any  of  the  covenants  herein  contained,  or  of 
any  act  of  the  agents  or  servants  of  said  railway  company,  nor  shall 
any  such  trustee  be  or  become  liable  or  responsible  for  any  cause,  matter 
or  thing,  except  for  his  or  its  own  gross  negligence,  or  willful  and  in¬ 
tentional  breach  of  any  trust  herein  expressed  and  contained. 

12.  The  railway  company  shall  and  will  from  time  to  time  hereafter, 
upon  demand  of  the  trustee,  grant,  convey,  confirm,  assign,  transfer  and 
set  over  unto  said  trustee,  all  the  real  and  personal  estate  and  property, 
corporate  rights  and  franchises  which  said  railway  company  shall  here¬ 
after  in  any  way  acquire  as  appurtenant  to  or  in  or  for  use  upon  or  for 
the  business  of  said  railroad,  branches  or  appurtenances,  and  shall  and 
will  also  make,  do,  seal,  execute,  acknowledge  and  deliver,  or  cause  to 
be  made,  done,  sealed,  executed,  acknowledged  and  delivered,  all  and 
every  such  further  acts,  matters,  things,  deeds,  conveyances,  and  assur¬ 
ances  in  the  law,  for  the  better  assuring,  conveying  and  confirming, 
unto  said  trustee,  its  successors  and  assigns,  all  and  singular  the  heredita¬ 
ments  and  premises,  estates  and  property  hereby  conveyed  or  intended 
so  to  be,  or  which  are  hereby  covenanted  and  agreed  to  be  hereafter 
conveyed,  to  said  trustee,  its  successors  or  assigns,  as  by  such  trustee 
or  its  counsel  learned  in  the  law  shall  or  may  be  desired  or  required 
for  the  better  effectuating  and  carrying  out  the  provisions,  objects  and 
purposes  of  this  mortgage  and  securing  the  payment  of  the  principal  and 
interest  of  the  bonds  intended  to  be  hereby  secured,  all  of  which  said 
estates  shall  be  held  by  said  trustee  in,  under  and  upon  the  several  and 
respective  trusts  and  for  the  uses  and  purposes  and  subject  to  the  powers 
and  authorities  herein  declared  and  expressed. 

13.  It  shall  be  no  part  of  the  duty  of  the  trustee  to  file  or  record  this 
indenture  as  a  mortgage  or  conveyance  of  real  estate  or  as  a  chattel 
mortgage  or  to  renew  such  mortgage  or  to  procure  any  further,  other 
or  additional  instrument  of  further  assurance  or  to  do  any  other  act 


l66  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


which  may  be  suitable  and  proper  to  be  done  for  the  continuance  of  the 
lien  hereof  or  for  giving  notice  of  the  existence  of  such  lien  or  for 
extending  or  supplementing  the  same,  nor  shall  it  be  any  part  of  said 
trustee’s  duty  to  effect  insurance  against  fire  or  other  damage  on  any 
part  of  the  mortgaged  property,  or  to  renew  any  policies  of  insurance 
or  to  keep  itself  informed  or  advised  as  to  the  payment  of  any  taxes  or 
assessments  or  to  require  such  payment  to  be  made. 

In  case  at  any  time  it  shall  be  necessary  and  proper  for  the  trustee  to 
make  any  investigation  respecting  any  facts  preparatory  to  taking  or 
not  taking  any  action  or  doing  or  not  doing  anything  as  such  trustee, 
the  certificate  of  the  railway  company,  under  its  corporate  seal,  attested 
by  its  president  or  vice-president  and  the  affidavit  of  one  or  more  of  its 
directors,  shall  be  conclusive  evidence  of  such  fact  to  protect  the  trustee 
in  any  action  it  may  take  by  reason  of  the  supposed  existence  of  such  fact. 

Provided  always,  that  if  said  the  Pittsburgh,  Cincinnati,  Chicago  and 
St.  Louis  Railway  Company,  its  successors  or  assigns  shall  well  and 
truly  pay  or  cause  to  be  paid  unto  the  several  persons,  bodies  politic  or 
corporate  who  shall  become  holders  of  the  bonds  and  coupons  intended 
to  be  hereby  secured  the  several  sums  of  money  expressed  therein,  on  the 
day  and  year  hereinbefore  mentioned  for  payment  thereof,  together  with 
interest  on  the  same,  according  to  the  provisions  of  said  bonds  and 
coupons  or  in  accordance  with  the  provisions  hereof,  without  any  fraud 
or  further  delay,  then,  and  from  thenceforth,  this  indenture,  and  the 
estate  hereby  conveyed,  or  intended  so  to  be,  and  the  said  bonds  and 
coupons,  shall  become  void  and  of  no  effect,  anything  hereinbefore  con¬ 
tained  to  the  contrary  thereof  notwithstanding,  and  satisfaction  shall  be 
forthwith  duly  entered  by  the  trustee  upon  this  indenture  of  mortgage  or 
upon  the  record  thereof. 

In  testimony  whereof,  the  parties  have  caused  this  indenture  to  be 
signed  and  sealed,  the  day  and  year  hereinbefore  first  written. 

The  Pittsburgh,  Cincinnati,  Chicago  and 

St.  Louis  Railway  Company, 

By  G.  B.  ROBERTS,  President. 

Signed,  sealed  and  acknowledged  in  presence  of 
J.  T.  BROOKS, 

JNO.  P.  GREEN. 


{ 


Seal  of 
Company. 


Seal  of 
Trust  Co. 


Attest: 

S.  B.  LIGGETT,  Secretary. 


Attest: 


The  Farmers’  Loan  and  Trust  Company, 
By  R.  G.  ROLSTON,  President. 


E.  S.  MARSTON,  Secretary. 

W.  N.  JACKSON. 


Acknowledged  before  M.  H.  Shane,  notary  public,  Allegheny  county, 
Pa.,  October  27,  1890. 


CORPORATE  HISTORY. 


167 


Recorded  in  following  counties:  state  of  Pennsylvania:  Allegheny  coun¬ 
ty,  Nov.  4,  1890,  vol.  551,  page  1;  Washington,  Nov.  4,  1890,  vol.  21,  page 
363;  state  of  West  Virginia:  Brooke  county,  Nov.  4,  1890,  vol.  5,  page 
415;  Hancock,  Nov.  4,  1890,  vol.  C,  page  450;  state  of  Ohio:  Jefferson 
county,  Nov.  4,  1890,  vol.  32,  page  219;  Harrison,  Nov.  6,  1890,  vol.  Q, 
page  225;  Tuscarowas,  Nov.  5,  1890,  vol.  44,  page  498;  Coshocton,  Nov. 
5,  1890,  vol.  27,  page  472;  Muskingum,  Nov.  6,  1890,  vol.  68,  page  74; 
Licking,  Nov.  6,  1890,  vol.  62,  page  125;  Franklin,  Nov.  7,  1890,  vol.  144, 
page  72;  Madison,  Nov.  7,  1890,  vol.  22,  page  600;  Champaign,  Nov.  6, 
1890,  vol.  36,  page  297;  Miami,  Nov.  8,  1890,  vol.  50,  page  425;  Darke, 
Nov.  10,  1890,  vol.  63,  page  188;  Hamilton,  Nov. -8,  1890,  vol.  573,  page 
506;  Butler,  Nov.  8,  1890,  vol.  82,  page  154;  Preble,  Nov.  11,  1890,  vol.  29, 
page  406;  Union,  Nov.  7,  1890,  vol.  30,  page  121;  state  of  Indiana:  Wayne 
county,  Nov.  10,  1890,  vol.  58,  page  211;  Henry,  Nov.  15,  1890,  vol.  27, 
page  360;  Hancock,  Nov.  10,  1890,  vol.  D  V,  page  480;  Marion,  Nov.  10, 
1890,  vol.  202,  page  14;  Johnson,  Nov.  14,  1890,  vol.  17,  page  519;  Barthol- 
amew,  Nov.  12,  1890,  vol.  26,  page  436;  Jackson,  Nov.  14,  1890,  vol.  15, 
page  395;  Scott,  Nov.  12,  1890,  vol.  6,  page  321;  Clark,  Nov.  13,  1890,  vol. 
18,  page  400;  Floyd,  Nov.  13,  1890,  vol.  21,  page  156;  Jennings,  Nov.  13, 
1890,  vol.  Q,  page  335;  Jefferson,  Nov.  13,  1890,  vol.  33,  page  169; 
Shelby,  Nov.  12,  1890,  vol.  29,  page  243;  Rush,  Nov.  10,  1890,  vol.  26,  page 
258;  Fayette,  Nov.  10,  1890,  vol.  6,  page  125;  Madison,  Nov.  11,  1890, 
vol.  36,  page  345;  Tipton,  Nov.  14,  1890,  vol.  22,  page  1;  Randolph,  Nov. 
11,  1890,  vol.  8,  page  233;  Howard,  Nov.  14,  1890,  vol.  39,  page  395; 
Jay,  Nov.  11,  1890,  vol.  3,  page  125;  Blackford,  Nov.  15,  1890,  vol.  L,  page 
373;  Grant,  Nov.  15,  1890,  vol.  7,  page  238;  Miami,  Nov.  18,  1890,  vol. 
2,  page  1;  Cass,  Nov.  18,  1890,  vol.  16,  page  447;  White,  Nov.  18,  1890, 
vol.  31,  page  119;  Jasper  Nov.  19,  1890,  vol.  20,  page  21;  Newton,  Nov. 
18,  1890,  vol.  22,  page  41 1 ;  Pulaski,  Nov.  17,  1890,  vol.  V,  page  88; 
Starke,  Nov.  17,  1890,  vol.  L,  page  301;  La  Porte,  Nov.  17,  1890,  vol.  28, 
page  416;  Porter,  Nov.  19,  1890,  vol.  1,  page  56;  Lake,  Nov.  15,  1890, 
vol.  24,  page  3;  Cook  county,  Illinois,  Nov.  19,  1890,  vol.  3193,  page  249. 

COPY  OF  PENNSYLVANIA  COMPANY’S  GUARANTY  ON  BONDS. 

For  a  valuable  consideration,  the  Pennsylvania  Company  hereby  guar¬ 
antees  to  the  lawful  holder  the  due  and  punctual  payment  by  the  Pitts¬ 
burgh,  Cincinnati,  Chicago  and  St.  Louis  Railway  Company  of  the  in¬ 
terest  upon  the  within  bond,  in  gold  coin  of  the  United  States  of  Am¬ 
erica,  upon  the  surrender  of  the  proper  coupon  as  the  same  shall  from 
time  to  time  become  due,  and  of  the  installments  for  the  sinking  fund 
as  in  the  bond  provided,  and  also  the  payment  of  the  principal  of  the 
within  bond,  in  like  gold  coin,  at  the  maturity  thereof. 


l68  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


PITTSBURGH,  CINCINNATI  AND  ST.  LOUIS 
RAILWAY  COMPANY. 


PITTSBURGH  AND  STEUBENVILLE  RAILROAD 

COMPANY.1 

An  Act  to  Incorporate  the  Pittsburgh  and  Steubenville  Railroad 

Company. 

Approved  March  24,  1849. 

Section  1.  That  Samuel  Livingston,  Robert  Patterson,  Thomas 
Hunter,  John  Duncan,  Jr.,  William  Mercer,  J.  M’Farren,  James  Wallace, 
Thomas  Nicholson,  Thomas  Berrington,  Edward  M’Donald,  Andrew 
Bigger,  B.  A.  Merry,  William  Rogers,  William  Sturgeon,  Joseph  Scott, 
A.  R.  Lewis,  Isaac  Walker,  Jr.,  be  and  they  are  hereby  appointed  com¬ 
missioners  to  open  books,  receive  subscriptions  and  organize  a  com¬ 
pany,  by  the  name,  style  and  title  of  “  The  Pittsburgh  and  Steubenville 
Railroad  Company,”  with  power  to  construct  a  railroad  commencing  on 
the  Monongahela  river,  near  Pittsburgh,  and  running  in  the  direction  of 
Steubenville,  on  the  Ohio  river,  to  a  point  on  the  Virginia  state  line, 
subject  to  all  the  provisions  and  restrictions  of  an  act  regulating  railroad 
companies,  approved  the  nineteenth  day  of  February,  one  thousand  eight 
hundred  and  forty-nine. 

Section  2.  That  the  capital  stock  of  said  company  shall  consist  of 
sixteen  thousand  shares:  Provided,  that  the  said  company  may  from 
time  to  time,  by  a  vote  of  the  stockholders,  at  a  meeting  called  for  the 
purpose,  increase  their  capital  stock,  if  it  shall  be  deemed  necessary,  to 
an  amount  sufficient  to  carry  out  the  true  intent  and  meaning  of  this  act. 

Section  3.  That  if  said  company  shall  not  commence  the  construction 
of  said  road  within  three  years,  complete  it  in  eight  years  from  the 
organization  of  the  company,  this  act  shall  be  null  and  void,  except  so 
far  as  the  same  may  be  necessary  to  settle  up  the  affairs  and  pay  the  debts 
of  said  company. 

Pennsylvania  Laws,  1850,  p.  952. 

A  Supplement  to  an  Act,  entitled  “  An  Act  to  Incorporate  the 
Pittsburgh  and  Steubenville  Railroad  Company,”  passed  the 
Twenty-fourth  Day  of  March,  Anno  Domini  One  Thousand 
Eight  Hundred  and  Forty-nine. 

Passed  April  21,  1852. 

Section  1.  That  the  Pittsburgh  and  Steubenville  Railroad  Company 
shall  be  and  is  hereby  authorized  to  extend  their  railroad  into  the  city 
of  Pittsburgh,  to  connect  with  the  Pennsylvania  Railroad,  and  with  any 
other  railroad  at  the  Virginia  state  line. 

Section  2.  That  the  said  company  shall  be  and  is  hereby  authorized, 
in  case  they  shall  deem  it  necessary,  to  pass  along  or  across  and  occupy 
with  their  tracks  any  streets,  lanes  and  alleys,  under  such  regulations  as 
may  be  prescribed  by  the  proper  authorities  having  lawful  control  of  the 
same;  and  the  said  company  shall  be  and  is  hereby  authorized  to  con- 


1  See  page  8. 


CORPORATE  HISTORY. 


169 


struct  such  bridge  or  bridges  as  may  be  necessary  to  make  their  road 
complete  and  perfect  in  all  its  connections:  Provided,  that  such  bridge 
or  bridges  shall  be  of  such  an  elevation  as  not  to  impede  the  free  and 
uninterrupted  navigation  of  the  Ohio  or  Monongahela  rivers. 

Section  3.  That  the  city  and  boroughs  hereinafter  mentioned  be  and 
they  are  hereby  authorized  to  subscribe  to  the  capital  stock  of  the  said 
company  not  exceeding,  respectively,  the  number  of  shares  hereinafter 
mentioned,  namely:  the  city  of  Pittsburgh  five  thousand  shares;  the  re¬ 
spective  boroughs  of  Birmingham,  East  Birmingham,  and  South  Pitts¬ 
burgh,  in  the  county  of  Allegheny,  each  five  hundred  shares,  the  same 
to  be  subscribed  by  the  proper  authorities,  or  a  majority  of  them,  of  the 
said  city  and  boroughs,  respectively;  and  they  are  hereby  respectively 
authorized  to  borrow  money  to  pay  therefor,  and  to  make  provision  for 
the  principal  and  interest  of  the  money  so  borrowed,  as  in  other  cases 
of  loans  to  said  city  and  boroughs,  respectively,  and  no  certificate  of  loan 
or  bond  shall  be  for  a  less  sum  than  one  hundred  dollars,  and  shall  be 
transferable  only  on  the  books  of  the  respective  city  and  boroughs  kept 
for  that  purpose,  and  the  certificates  of  loan  or  bonds  issued  or  to  be 
issued  by  such  authorities  for  the  purpose  aforesaid,  bearing  an  interest 
of  six  per  cent,  per  annum,  payable  half-yearly,  shall  be  received  as 
cash,  at  par,  by  the  said  company,  in  payment  of  the  installments  or 
shares  subscribed  as  aforesaid;  and  the  said  city  and  boroughs,  respec¬ 
tively,  may  vote  at  the  elections  of  said  company,  by  their  officers  speci¬ 
ally  authorized  for  the  purpose,  in  the  same  manner  as  individual 
stockholders;  and  the  said  company  shall  not  sell  or  dispose  of,  below 
their  par  value,  any  bonds  received  in  payment  of  stock  subscriptions  as 
aforesaid,  without  giving  at  least  sixty  days’  notice  to  the  municipal  cor¬ 
poration  having  issued  the  same,  that  an  installment  or  installments  has 
been  called  in  upon  said  stock;  and  if  the  said  corporations  shall  pay  the 
installment  or  installments  so  called,  the  bonds  shall  be  returned  to 
them,  but  upon  their  failure  to  make  such  payments,  the  company  shall 
have  power  to  dispose  of  said  bonds  to  the  best  advantage:  Provided, 
that  nothing  contained  in  this  act  shall  be  so  construed  as  to  permit 
either  of  the  boroughs  aforesaid  to  subscribe  to  the  capital  stock  of  the 
said  company  unless  a  majority  of  the  qualified  voters  thereof  shall  vote 
in  favor  of  the  same,  at  an  election  which  the  councils  of  said  boroughs 
are  hereby  authorized  to  order,  in  such  manner  as  to  them  shall  appear 
proper,  ten  days’  notice  to  be  first  given  by  handbills  of  the  time  and 
place  of  voting  on  the  said  question. 

Section  4.  That  the  said  company  is  hereby  authorized  to  construct 
branches,  with  a  single  or  double  track,  from  any  point  or  points  on 
the  main  line  of  their  railroad  in  the  counties  of  Allegheny  and  Wash¬ 
ington,  to  such  other  point  or  points  in  said  counties,  or  in  the  county 
of  Beaver,  as  the  president  and  directors  of  said  company  shall  deem 
expedient  or  necessary. 

Pennsylvania  Laws,  1852,  p.  418. 


170  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


A  Supplement  to  an  Act,  entitled  “  An  Act  to  Incorporate  the 
Pittsburgh  and  Steubenville  Railroad  Company,”  passed  the 
Twenty-fourth  Day  of  March,  Anno  Domini  One  Thousand 
Eight  Hundred  and  Forty-nine. 

Approved  February  24,  1853. 

Section  1.  That  the  county  of  Allegheny,  through  its  commissioners, 
shall  be  and  is  hereby  authorized,  upon  the  recommendation  of  one  grand 
jury,  to  subscribe  an  amount  not  exceeding  ten  thousand  shares  to  the 
capital  stock  of  the  Pittsburgh  and  Steubenville  Railroad  Company,  and 
they  are  hereby  authorized  to  borrow  money  to  pay  therefor,  and  to  make 
provision  for  the  principal  and  interest  of  the  money  so  borrowed,  as  in 
other  cases  of  loans  to  said  county,  and  no  certificate  of  loan  or  bond 
shall  be  for  a  less  sum  than  one  hundred  dollars,  and  shall  bear  an  interest 
of  six  per  cent,  per  annum,  payable  half-yearly,  for  which  coupons  may 
be  issued,  and  said  certificates  or  bonds  and  coupons  may  be  made  pay¬ 
able  and  transferable  at  such  times,  manner  and  places  as  said  commis¬ 
sioners  may  think  expedient,  and  shall  be  received  as  cash,  at  par,  by  the 
said  company,  in  payment  of  the  said  subscription  of  stock,  and  the  said 
county,  and  any  other  corporation  which  has  heretofore  subscribed  or  may 
hereafter  subscribe  to  the  stock  of  said  company,  shall  and  may,  in  lieu 
of  voting  for  the  officers  of  said  company  at  the  annual  election,  be  en¬ 
titled  to  name  and  appoint  one  director  for  every  five  thousand  shares  of 
stock  held  by  such  corporation,  such  director  or  directors  to  be  in  addi¬ 
tion  to  those  now  authorized  by  law,  and  that  said  bonds  or  certificates  of 
loan  shall  not  be  sold  at  less  than  the  par  value  thereof. 

Pennsylvania  Laws,  1853,  p.  133. 


An  Act  to  Incorporate  the  Pine  Island  and  Starucca  Bridge  and 
Plank  Road  Company,  in  Wayne  County,  relative  to  Floating 
of  Logs  in  the  Wallenpaupack  River  or  Creek,  in  Wayne  and 
Pike  Counties;  and  Relative  to  the  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company. 

Approved  April  18,  1853. 

Section  10.  That  the  Pittsburgh  and  Steubenville  Railroad  Company 
be  and  they  are  hereby  empowered  to  subscribe  to  the  stock  of  any  rail¬ 
road  intended  to  connect  with  the  road  of  said  company,  or  appropriate 
their  moneys  for  the  construction  of  any  connecting  road,  on  proper 
securities,  in  the  adjacent  county  or  counties  of  the  state  of  Virginia,  and 
to  connect  with  and  run  their  cars  over  any  connecting  road:  Provided, 
said  subscription  or  appropriation  shall  not  exceed  in  amount  the  sum  of 
one  hundred  and  fifty  thousand  dollars. 

Pennsylvania  Laws  [Appendix],  1854,  p.  828. 


CORPORATE  HISTORY. 


171 

An  Act  Authorizing  School  Directors  to  Administer  Oaths; 
Changing  the  Name  of  Broad  Mountain  Improvement  Company; 
to  Lay  out  a  State  Road  from  Schellsburg,  in  Bedford 
County,  to  the  West  End  of  the  Harrisburg  Bridge,  in  Cum¬ 
berland  County;  Repealing  the  Third  Section  of  an  Act  to 
Incorporate  the  Paschalville  Fire  Company,  &c. ;  Relative  to 
School  Directors  in  Certain  Townships  in  Philadelphia 
County;  Changing  the  Name  of  the  Fletcher  Grays;  Relative 
to  Road  Tax  in  M’Kean  County;  Authorizing  the  Old  Colum¬ 
bia  Public  Ground  Company  to  Borrow  Money;  Relative  to 
the  Philadelphia  and  Lancaster  Turnpike  Road  Company; 
Relative  to  Oxford  Street,  in  Philadelphia  County;  to  Fees 
of  Justices  of  the  Peace  in  Allegheny  County;  Laying  out  a 
State  Road  in  Beaver  County;  Authorizing  the  Pittsburgh 
and  Steubenville  Railroad  Company  to  Borrow  Money;  and 
to  Authorize  John  Lentz  to  Sell  certain  Real  Estate. 

Approved  April  20,  1853. 

Section  22.  That  the  Pittsburgh  and  Steubenville  Railroad  Company 
be  and  the  same  is  hereby  authorized  to  borrow  money,  not  exceeding 
five  hundred  thousand  dollars,  and  to  issue  bonds  therefor,  of  not  a  less 
denomination  than  one  hundred  dollars,  and  to  secure  the  payment  of  the 
principal  and  interest  on  said  bonds,  if  they  shall  deem  it  expedient,  by  a 
mortgage  or  mortgages  upon  the  road  and  property  of  the  said  company; 
and  that  the  city  of  Philadelphia  is  hereby  authorized  to  subscribe  for 
four  thousand  shares  in  the  capital  stock  of  the  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company,  and  to  borrow  money  to  pay  therefor,  and  to 
make  provisions  for  the  payment  of  the  principal  and  interest  of  the  money 
so  borrowed,  as  in  other  cases  of  loans  to  said  city,  or  payment  for  said 
shares  may  be  made  in  stock  by  said  city,  and  in  such  mode  as  shall 
hereafter  be  agreed  upon  by  said  city  and  said  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company,  and  the  said  city  may  be  represented  at  elections 
and  other  meetings  of  said  company  by  agents,  duly  authorized  to  act  by 
resolution  of  the  councils  thereof:  Provided,  that  no  bond  shall  be  issued 
for  a  less  sum  than  one  hundred  dollars. 

Pennsylvania  Laws,  1853,  p.  615. 

An  Act  Relative  to  the  Susquehanna  Canal  Company;  and  Au¬ 
thorizing  the  Pittsburgh  and  Steubenville  Railroad  Company 
to  Borrow  Money;  Making  an  Appropriation  to  the  Eastern 
Penitentiary;  Relative  to  the  Estate  of  Charles  H.  Ball;  to 
the  Sale  of  Certain  Real  Estate  and  to  an  Election  District 
in  Columbia  County. 

Approved  May  2,  1853. 

Section  4.  That  the  Pittsburgh  and  Steubenville  Railroad  Company  be 
and  they  are  hereby  authorized  to  borrow  money,  not  exceeding  the 
amount  of  the  capital  stock  of  said  company,  and  to  issue  bonds  therefor, 
in  amounts  not  less  than  one  hundred  dollars,  and  to  secure  the  payment 
of  the  principal  and  interest  of  the  money  so  borrowed  by  a  mortgage  or 
mortgage [s]  upon  the  property  and  franchises  of  said  company:  Pro- 


172  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


vided,  that  said  loan  shall  not  be  subject  to  taxation  until  the  clear  profits 
of  said  company  shall  amount  to  six  per  cent,  per  annum. 

Pennsylvania  Laws,  1853,  p.  652. 

An  Act  Relative  to  the  Pittsburgh  and  Steubenville  Railroad 

Company. 

Approved  March  22,  1854. 

Section  1.  That  the  Pittsburgh  and  Steubenville  Railroad  Company  is 
hereby  authorized  to  issue  its  bonds,  secured  by  mortgage  or  otherwise, 
heretofore  by  law  authorized,  bearing  any  rate  of  interest  not  exceeding 
seven  per  cent.,  and  any  sale  of  said  bonds  for  a  less  amount  than  their 
par  value  shall  not  be  construed  to  be  a  'dolation  of  the  usury  laws  of  this 
state. 

Section  2.  That  the  Pittsburgh  and  Steubenville  Railroad  Company  be 
and  it  is  hereby  authorized  and  empowered  to  make  any  bonds  or  certifi¬ 
cates  of  loan,  which  it  has  heretofore  been  authorized  to  issue  for  the 
construction  and  equipment  of  its  road,  convertible  into  the  stock  of  its 
company  at  par,  or  on  such  terms  as  may  be  agreed  upon. 

Pennsylvania  Laws,  1854,  p.  182. 

An  Act  Authorizing  the  Commissioners  of  Washington  County  to 
Subscribe  Fifty  Thousand  Dollars  to  the  Capital  Stock  of 
the  Pittsburgh  and  Steubenville  Railroad  Company. 

Passed  April  26,  1854. 

Section  1.  That  upon  the  recommendation  of  one  grand  jury  the  com¬ 
missioners  of  the  county  of  Washington,  or  a  majority  of  them,  be  and 
they  are  hereby  authorized  to  subscribe  not  exceeding  fifty  thousand 
dollars  to  the  capital  stock  of  the  Pittsburgh  and  Steubenville  Railroad 
Company,  in  the  name  and  in  behalf  of  said  county,  and  to  borrow  money 
to  pay  therefor,  and  to  make  provisions  for  the  payment  of  the  principal 
and  interest  of  the  money  so  borrowed  as  in  other  cases  of  loans  to  cor¬ 
porations. 

Section  2.  That  the  commissioners  of  the  said  county,  or  a  majority  of 
them,  may  issue  certificates  of  loan  or  bonds  in  the  name  of  said  county, 
redeemable  in  not  less  than  ten,  nor  more  than  twenty-five  years,  bearing 
an  interest  of  six  per  centum,  payable  semi-annually;  which  shall  be 
transferable  as  may  be  directed  by  said  commissioners,  or  a  majority  of 
them,  and  the  said  certificates  of  loans  or  bonds  shall  be  received  as  cash 
by  the  said  railroad  company  in  payment  of  installments  on  shares  of 
stock  subscribed  for  by  said  county,  and  the  said  company  shall  also  pay 
or  provide  for  the  payment  of  the  interest  accruing  upon  said  certificates 
of  loans  or  bonds,  until  the  said  railroad  shall  be  completed,  and  the  said 
county  may  be  represented  at  elections  and  other  meetings  of  said  corn- 
pan)'-,  by  agents  duly  authorized  and  appointed  by  resolutions  of  the  board 
of  commissioners  of  said  county:  Provided,  that  no  certificate  of  loan 
or  bonds  shall  be  issued  by  the  commissioners  of  said  county  for  a  less 
sum  than  one  hundred  dollars,  and  that  the  said  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company  be  authorized  to  guarantee  the  bonds  or  certifi¬ 
cates  of  loan  issued  under  this  act. 


CORPORATE  HISTORY. 


l73 


Section  3.  That  the  amount  of  subscription  hereby  authorized  shall  be 
applied  to  the  construction  of  the  Florence  branch  of  the  said  railroad  as 
far  as  shall  be  found  necessary,  and  the  entire  amount  so  subscribed  shall 
be  expended  in  the  said  county  of  Washington. 

Pennsylvania  Laws,  1854,  p.  504. 

A  Further  Supplement  to  an  Act,  entktled  “An  Act  to  Incor¬ 
porate  the  Pittsburgh  and  Steubenville  Railroad  Company,” 
PASSED  THE  TWENTY-FOURTH  Day  OF  MARCH  ANNO  DOMINI  ONE 
Thousand  Eight  Hundred  and  Forty-nine. 

Passed  May  8,  1854. 

Section  1.  That  the  city  of  Pittsburgh  be  and  hereby  is  authorized  to 
subscribe  for  any  number  not  exceeding  six  thousand  shares  of  the 
capital  stock  of  the  Pittsburgh  and  Steubenville  Railroad  Company,  in 
addition  to  the  subscription  already  made,  and  the  said  city  is  hereby 
authorized  to  pay  therefor,  and  to  borrow  money  for  that  purpose,  and 
to  make  provision  for  the  payment  of  the  principal  and  interest  of  the 
money  so  borrowed,  and  to  issue  certificates  of  loan  or  bonds,  with  cou¬ 
pons  attached,  for  the  money  so  borrowed,  and  no  certificate  of  loan  or 
bond  so  issued  shall  be  for  a  less  sum  than  five  hundred  dollars;  and  the 
certificates  of  loans  and  bonds  so  issued  or  to  be  issued  for  the  purpose 
aforesaid,  bearing  an  interest  of  six  per  centum  per  annum,  payable  half- 
yearly,  shall  be  received  as  cash,  at  par,  by  the  said  company  in  payment 
of  said  subscription,  and  the  said  city  may  be  represented  at  the  meetings 
and  elections  of  said  company,  and  may  vote  thereat,  as  well  for  the 
subscription  heretofore  made  as  for  that  to  be  made  under  this  act,  by  an 
officer  or  agent  specially  authorized  by  the  councils  of  the  said  city  for 
that  purpose,  the  said  city  having  the  same  rights  and  privileges  as 
individual  stockholders;  the  said  subscription  to  be  made  by  an  ordi¬ 
nance  duly  enacted  by  the  select  and  common  councils  of  said  city,  and 
not  otherwise,  and  upon  such  condition  as  may  be  agreed  upon  between 
said  city  and  the  railroad  company. 

Section  2.  That  any  act,  so  far  as  the  same  is  inconsistent  with  the 
provisions  of  this  supplement,  be  and  the  same  is  hereby  repealed. 

Pennsylvania  Laws,  1854,  p.  709. 

A  Further  Supplement  to  an  Act  to  Incorporate  the  Pittsburgh 
and  Steubenville  Railroad  Company. 

Approved  March  27,  1855. 

Section  1.  That  the  first  section  of  a  supplement  to  an  act  to  incor¬ 
porate  the  Pittsburgh  and  Steubenville  Railroad  Company,  approved  the 
twenty-fourth  day  of  February,  Anno  Domini  one  thousand  eight  hundred 
and  fifty-three,  shall  not  be  so  construed  as  to  prohibit  the  county  of 
Allegheny,  at  any  time,  in  lieu  of  naming  and  appointing  one  or  more 
directors,  from  voting  on  each  share  of  the  capital  stock  held  by  it  in 
said  company,  at  the  annual  election  of  officers  for  said  company;  and 
the  provisions  of  the  fifth  section  of  an  act  regulating  railroad  companies, 
approved  February  nineteenth,  Anno  Domini  one  thousand  eight  hundred 


174  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  L.OUIS  RY.  CO. 


and  forty-nine,  be  and  the  same  are  hereby  declared  applicable  to  the 
said  county  of  Allegheny,  should  it  not  wish  to  appoint  director  or  direc¬ 
tors  at  any  time  in  said  company;  and  that  said  company  may  hereafter,  at 
their  option,  waive  the  right  to  plead  usury,  or  prosecute  any  complaint 
for  the  same. 

Pennsylvania  Laws,  1855,  p.  127. 


A  Supplement  to  an  Act  to  Incorporate  the  Pittsburgh  and  Steu¬ 
benville  Railroad  Company,  approved  the  Twenty-fourth  Day 
of  March,  Anno  Domini  One  Thousand  Eight  Hundred  and 
Forty-nine. 

Approved  March  1,  1859. 

Section  1.  That  the  time  fixed  in  the  third  section  of  the  act  to  which 
this  is  a  supplement,  for  the  completion  of  the  Pittsburgh  and  Steuben¬ 
ville  Railroad,  be  and  the  same  is  hereby  extended  for  the  period  of  ten 
years  from  and  after  the  time  fixed  therein  for  the  completion  thereof, 
with  like  effect  as  though  the  limitation  specified  in  said  section  had  been 
originally  twenty  years. 

Pennsylvania  Laws,  1859,  p.  92. 

Joint  Resolution  Relative  to  the  Pittsburgh  and  Steubenville 

Railroad  Company. 

Approved  February  19,  1862. 

Whereas,  This  legislature  has  learned  that  an  application  has  been  made 
to  the  legislature  of  the  state  of  Virginia,  by  the  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company,  for  authority  to  construct  a  portion  of  their  road 
through  the  territory  of  that  commonwealth;  therefore, 

Resolved  by  the  Senate  and  House  of  Representatives  of  the  common¬ 
wealth  of  Pennsylvania  in  General  Assembly  met,  That  regarding  this 
enterprise  as  likely  to  prove  greatly  advantageous  to  both  common¬ 
wealths  and  as  especially  necessary,  in  the  present  state  of  the  republic, 
adding  another  bond  of  friendship  between  two  states  already  closely 
drawn  together  by  a  common  interest  and  a  common  danger,  and  as 
eminently  calculated  to  promote  still  closer  relations  between  the  loyal 
states  of  the  Union,  we  do  express  the  hope,  that  the  assent,  by  the 
state  of  Virginia,  will  not  be  withheld  from  a  measure,  which,  by  increas¬ 
ing  the  facilities  of  trade  and  travel,  cannot  fail  to  greatly  strengthen  the 
hands  of  the  national  government,  in  its  present  struggle  against  the 
enemies  of  the  republic,  and  promote  the  good  feeling  already  existing 
between  the  loyal  citizens  of  the  two  commonwealths. 

Resolved,  That  the  governor  of  this  state  be  requested  to  transmit  a 
copy  of  the  foregoing  to  the  governor  of  the  state  of  Virginia,  and  also 
to  the  speaker  of  the  respective  houses  of  the  legislature  thereof. 

Laws  of  Pennsylvania,  1862,  page  548. 


CORPORATE  HISTORY. 


175 

LETTERS  PATENT. 

Pennsylvania, 

Wm.  F.  Johnston, 

In  the  name  and  by  the  authority  of  the  commonwealth  of  Pennsylvania. 

William  F.  Johnston,  governor  of  the  said  commonwealth. 

[seal] 

To  all  to  whom  these  presents  shall  come,  sends  greeting: 

Whereas  an  act  of  the  General  Assembly  of  this  commonwealth,  en¬ 
titled  “  An  act  to  incorporate  the  Pittsburgh  and  Steubenville  Railroad 
Company,”  approved  the  24th  day  of  March,  A.  D  1849,  provides  for 
the  organization  of  a  company  by  the  name,  style  and  title  of  “  The 
Pittsburgh  and  Steubenville  Railroad  Company,”  subject  to  all  the 
provisions  and  restrictions  of  an  act  entitled  “  An  act  regulating  railroad 
companies,”  approved  the  19th  day  of  February,  A.  D.  1849,  by  which 
last  recited  act  the  governor  of  this  commonwealth  is  authorized  and 
required  to  issue  his  letters  patent  under  the  seal  of  the  state,  in  the 
manner  and  at  the  time  therein  specified. 

And  whereas,  The  stipulations,  conditions  and  things,  in  the  said  acts 
directed  to  be  performed,  have  in  all  respects  been  fully  complied  with: 
Now  know  ye,  that  in  pursuance  of  the  power  and  authority  to  me  given 
by  law,  I,  the  said  William  F.  Johnston,  governor  of  the  said  common¬ 
wealth,  do  by  these  presents,  which  I  have  caused  to  be  made  patent 
and  sealed  with  the  seal  of  the  state,  create  and  erect  the  subscribers  to  the 
stock  of  the  said  company  for  the  number  of  shares  by  them  subscribed, 
to  wit:  Edwin  M.  Stanton,  one  hundred  shares;  Edward  D.  Gazzam, 
one  hundred  and  twenty;  William  A.  Hill,  one  hundred;  A.  Kirk  Lewis, 
twenty;  Charles  H.  Paulson,  twenty;  Charles  Naylor,  twenty;  Wade 
Hampton,  twenty;  Murphy  Wilson  &  Co.,  twenty;  Isaac  M.  Pennock,. 
twenty;  I.  Schoonmaker,  twenty;  D.  R.  Miller,  twenty;  N.  Holmes  & 
Sons,  twenty;  Thomas  M.  Howe,  twenty;  Lewis  Hutchinson,  twenty; 
W.  Bagaley,  twenty;  H.  Childs  &  Co.,  twenty;  Kier  &  Jones,  twenty; 
Clark  &  Thaw,  one  hundred;  Henry  Graff,  one  hundred;  Hays  &  Black, 
one  hundred;  William  Bingham  &  Co.,  one  hundred;  John  H.  Shoen- 
berger,  twenty;  J.  K.  Moorhead,  twenty;  Harmar  Denny,  one  hundred 
and  sixty;  James  Wood,  twenty;  William  Morrison,  twenty;  William 
Larimer,  Jr.,  one  hundred;  A.  W.  Pentland,  twenty;  George  A.  Bayard, 
twenty;  George  Weyman,  five;  J.  D.  Williams,  five;  Miller  &  Ricketson, 
ten;  Thomas  Wallace,  ten;  Edward  Heazleton,  five;  Robert  McKnight, 
five;  Ryan  &  McKee,  ten;  W.  W.  Wilson,  ten;  Hoon  &  Sargent,  ten; 
George  E.  Arnold,  ten;  George  Ledlie,  ten;  Jacob  Weaver,  ten;  George 
Ogden,  ten;  John  McD.  Crossan,  ten;  McCord  &  Co.,  ten;  J.  H.  Mellor, 
ten;  R.  T.  Leach,  ten;  H.  D.  King,  ten;  L.  Harper,  ten;  F.  G.  Schenck, 
ten;  Wm.  McKnight,  ten;  John  Anderson  &  Co.,  ten;  Wm.  Wilson, 
Jr.,  ten;  H.  S.  King,  five;  R.  M.  Riddle,  five;  M.  Hodkinson,  five;  Wick 
&  McCandless,  fifteen;  T.  H.  Umbaestter,  ten;  McCurdy  &  Loomis,  five; 
R.  E.  Sellers,  five;  J.  J.  Gillespie,  five;  Wm.  M.  Hersh,  five;  James 
Chambers,  five;  James  B.  Murray,  five;  Jacob  McCallister,  five;  Graff 
Lindsay  &  Co.,  twenty;  James  Park,  Jr.  &  Co.,  twenty;  I.  S.  Leech 


176  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

McAlpin  &  Co.,  twenty;  William  Harbaugh,  five;  S.  McClurkan  &  Co., 
three;  G.  A.  Martin,  ten;  John  Birmingham,  ten;  Morrison  Foster,  one; 
Patricks  &  Friend,  ten;  N.  Buckmaster,  two;  Thomas  Steel,  five;  S.  & 
P.  Livingston,  one  hundred  and  forty;  William  S.  Cool,  two;  John 
Proudfit,  five;  Robert  G.  Smith,  twenty;  John  Dinsmore,  twenty;  Isaac 
B.  Worthington,  five;  William  L.  Robb,  ten;  John  Duncan,  ten;  Thomas 
Barington,  twenty;  John  Bausman,  three;  William  Lyons,  three;  Wm. 
B.  McFarland,  three;  James  Bell,  three;  James  McFarren,  five;  Seth  T. 
Hurd,  two;  William  Mercer,  ten;  John  Fullerton,  twenty;  James  Wal¬ 
lace,  ten;  William  M.  Duncan,  eight;  B.  D.  Sanders,  ten;  James  Morrow, 
two;  John  McCullough,  two;  Stephen  Smith,  twenty;  John  McConnell, 
Jr.,  one;  Robert  Scott,  one;  Wm.  M.  McEleven,  twenty;  Thomas  Nichol¬ 
son,  one;  Isaac  Evans,  two;  Alexander  Scott,  two;  James  M.  Robb,  one; 
John  Ferguson,  three;  Thomas  Mathews,  one;  Charles  Boice,  two;  Jacob 
Huffman,  twenty;  Boston  G.  Benget,  five;  Martin  Tucker,  ten;  C.  A.  Wil- 
coxon,  two;  Jonathan  Tucker,  ten;  James  McConner,  two;  James  A. 
Mazurie,  five;  Wm.  Hood,  four;  Thomas  Wilcoxon,  five;  Samuel  Saxton, 
four;  Andrew  Biggar,  ten;  Andrew  McCloy,  one;  Samuel  Biggar,  ten; 
John  Stevenson,  five;  John  Ward,  one;  Nathaniel  Wells,  three;  Eli  Jack- 
son,  two;  John  McComb,  six;  Dr.  William  Dunnan,  two;  Hugh  Fergu¬ 
son,  five;  David  Culberson,  one;  Aaron  Morrow,  two;  William  Criswell, 
five;  Sarah  Clokey,  two;  Edward  McDonald,  twenty;  John  Urie,  three; 
A.  Morrow,  two;  Alexander  Scott,  one;  and  Samuel  Miller,  two  shares 
(amounting  in  the  whole  to  two  thousand  two  hundred  and  sixty-three . 
shares);  and  also  those  who  shall  afterwards  subscribe  into  one  body 
politic  and  corporate  in  deed  and  in  law  by  the  name  and  title  of  “  The 
Pittsburgh  and  Steubenville  Railroad  Company,”  and  by  the  said  name 
the  subscribers  shall  have  perpetual  succession  and  all  the  privileges  and 
franchises  incident  to  a  corporation;  and  the  said  subscribers  and  those 
who  shall  afterwards  subscribe,  their  successors  and  assigns  are  gener¬ 
ally  to  be  invested  with  all  the  rights,  powers  and  privileges,  with  full 
force  and  effect,  and  to  be  subject  to  all  the  duties,  requisitions  and  re¬ 
strictions  specified  and  enjoined  in  and  by  the  said  acts  of  the  General 
Assembly  and  all  the  other  laws  of  this  commonwealth. 

Given  under  my  hand  and  the  great  seal  of  the  state  at  Harrisburg  this 
twenty-second  day  of  July,  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  fifty-one,  and  of  the  commonwealth  the  seventy-sixth. 

By  the  Governor: 

A.  L.  RUSSELL, 
Secretary  of  the  Commonwealth. 

MORTGAGE. 

Pittsburgh  and  Steubenville  Railroad  Company  to  Robert 
McKnight,  Robert  Woods  and  John  A.  Wilson. 

Dated  October  1,  1853. 

Securing  $600,000  bonds  of  $1000  each,  dated  October  1,  1853,  payable 
January  1,  1884,  bearing  6  per  cent,  interest. 

This  indenture,  made  the  first  day  of  October,  in  the  year  of  our 


CORPORATE  PI  I  STORY. 


I  77 


Lord  one  thousand  eight  hundred  and  fifty-three,  between  the  Pittsburgh 
and  Steubenville  Railroad  Company  of  the  first  part,  and  Robert  Mc- 
Knight,  Robert  Woods  and  John  A.  Wilson,  of  the  city  of  Pittsburgh,  in 
the  state  of  Pennsylvania,  of  the  second  part. 

Whereas,  the  said  Pittsburgh  and  Steubenville  Railroad  Company, 
in  pursuance  of  the  powers,  rights  and  privileges  conferred  by  the 
act  incorporating  said  company  and  supplementary  acts  of  the  legislature 
of  the  commonwealth  of  Pennsylvania,  and  all  and  every  other  right, 
privilege  and  authority  in  that  behalf  enabling  them  to  complete  their 
railroad,  extend  the  works,  provide  locomotives,  cars,  machinery,  depots 
and  lands  therefor,  have,  for  the  completion  and  equipment  of  their  road, 
authorized  their  president  and  secretary  to  execute  in  the  corporate  name 
of  said  company  six  hundred  bonds  of  one  thousand  dollars  each,  making 
altogether  six  hundred  thousand  dollars,  which  bonds  are  to  be  num¬ 
bered  from  number  one  to  number  six  hundred  inclusive,  to  bear  even 
date  herewith,  to  be  issued  as  is  hereinafter  mentioned,  and  made  paya¬ 
ble  on  the  first  day  of  January,  in  the  year  of  our  Lord  one  thousand 
eight  hundred  and  eighty-four,  with  interest  at  the  rate  of  six  per  centum 
per  annum,  payable  semi-annually,  on  the  first  days  of  January  and  July 
in  each  and  every  year,  to  Thomas  S.  Clarke  or  .bearer,  or  holder,  on 
presentation  and  delivery  of  the  proper  coupon  or  interest  warrant  for 
the  same  in  the  city  of  New  York.  And  said  railroad  company  did 
further  authorize  and  direct  the  said  coupons  to  be  signed  by  the  treas¬ 
urer  of  said  company,  and  that  the  said  bonds  should  be  severally  con¬ 
vertible,  at  the  option  of  the  holder  into  the  capital  stock  of  the  company 
at  par,  at  any  time  previous  to  the  first  day  of  January,  anno  domini  one 
thousand  eight  hundred  and  sixty-one,  and  did  authorize  the  execution 
of  this  mortgage  for  securing  the  full  and  final  payment  of  the  said 
bonds  with  interest  as  aforesaid. 

Now  this  indenture  witnesseth,  that  the  said  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company,  party  of  the  first  part,  as  well  for  and  in  con¬ 
sideration  of  the  premises  and  for  the  better  securing  the  payment  of  the 
aforesaid  bonds  and  interest  to  accrue  thereon,  as  aforesaid,  and  also 
in  consideration  of  the  sum  of  one  dollar  unto  them  in  hand  paid  by 
the  said  party  of  the  second  part  hereto,  at  or  before  the  sealing  and 
delivery  hereof,  the  receipt  whereof  is  hereby  acknowledged,  have  granted, 
bargained,  assigned,  transferred,  aliened,  enfeoffed,  released,  conveyed 
and  confirmed,  and  by  these  presents  do  grant,  bargain,  sell,  assign, 
transfer,  alien,  enfeoff,  release,  convey  and  confirm  unto  the  said  Robert 
McKnight,  Robert  Woods  and  John  A.  Wilson,  party  of  the  second  part 
hereto,  their  heirs,  executors,  administrators  and  assigns,  as  joint  tenants, 
and  not  as  tenants  in  common,  the  whole  of  their  said  railroad,  together 
with  the  lands,  depots,  depot  grounds  and  buildings  situated  between 
and  at  the  termini  of  their  railway  at  the  city  of  Pittsburgh  and  the 
boundary  line  of  the  state  of  Virginia  in  counties  of  Allegheny  and 
Washington,  in  the  state  of  Pennsylvania,  and  also  all  the  property 
and  franchises  and  all  the  tolls,  issues,  income  and  profits  of  the  said 
company  hereafter  derived  to  them  from  the  use  of  or  travel  on  their 
said  road  or  any  part  thereof,  and  also  all  the  cars,  engines,  locomotives, 


12 


178  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

tenders,  horses,  or  other  things  used  in  the  business  and  management 
of  the  'said  railroad.  To  have  and  to  hold,  all  and  singular,  the  estate, 
hereditaments  and  premises  hereby  granted,  or  intended  so  to  be,  with 
the  appurtenances,  unto  the  said  party  of  the  second  part,  their  heirs, 
executors,  administrators  and  assigns,  and  to  the  survivors  and  survivor 
of  them,  and  to  the  executors,  administrators  and  assigns  of  such  sur¬ 
vivors  or  survivor  in  trust,  nevertheless,  for  the  benefit  of  the  holders  of 
said  bonds,  and  for  the  better  securing  of  the  same,  with  the  principal 
moneys  therein  respectively  mentioned  and  interest  hereinafter  to  accrue 
thereon  as  aforesaid,  under  and  subject  to  the  conditions,  provisions,  stip¬ 
ulations  and  agreements  hereinafter  contained  and  set  forth,  that  is  to  say, 
that  the  party  of  the  first  part  hereto  shall  issue  (to  be  secured  by  this 
mortgage)  six  hundred  of  said  bonds,  which  are  to  be  numbered  from 
one  to  six  hundred  inclusive,  as  aforesaid,  and  are  to  bear  even  date  with 
this  indenture,  and  which  may  be  converted  by  the  holder  or  holders 
thereof  into  the  capital  stock  of  the  said  company,  at  par,  at  any  time 
from  the  date  hereof,  prior  to  the  first  day  of  January,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  sixty-one,  surrendering  the 
bond  or  bonds  so  held  by  said  holder  or  holders,  with  the  proper  inter¬ 
est  warrants  or  coupons  thereunto  annexed;  and  it  is  expressly  understood 
and  agreed  that  the  proceeds  of  the  sale  of  the  said  bonds  shall  be  ap¬ 
plied  to  the  construction  and  completion  of  said  railroad,  its  machinery 
and  works:  Provided  further,  and  it  is  hereby  also  expressly  understood 
and  agreed  by  and  between  the  parties  hereto,  that  in  case  the  said  party 
of  the  first  part  hereto  shall  fail  to  pay  the  principal  of  said  bonds,  or 
any  part  thereof,  or  the  interest  thereon,  as  the  same  shall  thereafter 
become  due  and  payable  as  aforesaid,  when  demanded,  according  to  the 
tenor  thereof,  then  after  six  months  from  such  demand  and  default  made, 
upon  the  request  of  the  holder  or  holders  of  one-fourth  in  amount  of  said 
bonds,  it  shall  and  may  be  lawful  for  the  said  party  of  the  second  part, 
their  successor  or  successors  in  the  trust,  to  enter  into  and  upon  and 
take  actual  possession  of  all  or  any  part  of  the  premises  hereby  granted, 
and  as  trustee  or  trustees  of  the  said  party  of  the  first  part,  by  himself 
or  themselves,  or  agent  or  agents,  or  substitute  or  substitutes  duly  con¬ 
stituted,  have,  use,  employ  and  regulate  the  same,  according  to  the  rules 
and  regulations  and  the  lawful  directions  of  the  president  and  directors 
of  the  said  company,  and  receive  and  collect  the  tolls,  rents,  incomes, 
and  profits  of  the  said  railroad  and  its  appurtenances,  and  after  defraying 
thereout,  from  time  to  time,  all  such  expenses  as  may  be  necessary  to 
maintain  the  said  railroad  and  the  works  and  buildings  connected  there¬ 
with  in  good  order  and  condition,  and  to  supply,  renew  and  repair 
engines,  cars,  and  machinery,  and  to  pay  counsel  fees  and  other1  legal 
expenses  to  the  said  company  and  the  expenses  of  this  trust,  to  apply 
the  same  to  the  payment  of  the  principal  and  interest  of  all  such  bonds 
as  may  be  due  and  unpaid.  And  provided  also,  that  if  at  any  time 
hereafter  it  may  be  deemed  expedient  by  the  president  and  directors  of 
said  company,  for  the  purpose  of  protecting  the  interest  of  the  holders 
of  said  bonds,  it  shall  and  may  be  lawful  for  the  said  president  and 
directors  to  deliver  the  actual  possession  as  last  mentioned  of  the  said 


CORPORATE  HISTORY. 


179 


railroad  and  premises  hereby  granted,  absolutely,  as  for  a  term  certain 
to  the  said  party  of  the  second  part,  and  for  said  party  of  the  second 
part  to  receive  the  same,  and  to  collect  and  apply  the  tolls,  income  and 
rents  as  last  above  mentioned,  and  for  the  said  president  and  directors  to 
resume  again  the  possession  of  the  same.  And  provided  further,  that 
if  in  case  of  a  failure  to  pay  the  principal  and  interest  of  said  bonds  as 
aforesaid,  one-fourth  in  amount  of  all  the  loan  holders  under  this  mort¬ 
gage  shall  demand  in  writing  that  the  premises  hereby  granted  with  the 
appurtenances  be  sold,  then  it  shall  and  may  be  lawful  for  the  said  party 
of  second  part,  their  successor  or  successors  in  the  trust,  to  proceed  and 
sell  the  premises  aforesaid  with  the  appurtenances  at  public  auction  in 
the  city  of  Pittsburgh,  first  giving  at  least  sixty  days’  notice  of  the  time, 
place  and  terms  of  sale  and  of  the  specific  property  to  be  sold  by  pub¬ 
lishing  the  same  in  newspapers  of  good  circulation  in  the  cities  of 
Philadelphia,  New  York  and  Pittsburgh,  and  the  counties  and  principal 
towns  through  which  said  railway  passes;  and  as  their  proper  act  and 
deed,  sign,  seal,  acknowledge  and  deliver  a  good  and  sufficient  convey¬ 
ance  for  the  same  as  the  premises  are  now  held  by  the  said  company, 
which  shall  be  a  bar  to  the  party  of  the  first  part,  their  successors  and 
assigns  and  all  other  persons  claiming  under  them,  of  all  right,  interest 
or  claim  in  and  to  the  premises  aforesaid,  or  any  part  thereof,  and  the 
proceeds  of  such  sale,  after  deducting  the  costs  and  expenses  thereof,  and 
the  expenses  of  this  trust,  to  pay  pro  rata  among  the  holders  of  all  the 
loans  under  this  mortgage,  and  the  balance  or  residue  not  required  for 
this  purpose  shall  be  restored  and  paid  to  the  said  parties  of  the  first  part 
hereto;  provided  nevertheless,  that  nothing  herein  contained  shall  prevent 
or  preclude  the  said  party  of  the  second  part  from  instituting  any  pro¬ 
ceeding  at  law  or  equity  on  this  mortgage  which  they  may  deem  neces¬ 
sary  or  expedient  for  the  benefit  of  the  holders  of  the  said  loan;  and 
provided  also,  and  it  is  hereby  expressly  understood  and  agreed  to,  by 
all  the  parties  hereto,  that  if  at  any  time  during  the  continuance  of  this 
mortgage,  the  party  of  the  first  part  hereto  (with  the  concurrence  of  the 
party  of  the  second  part,  their  successor  or  successors  in  the  trust)  shall 
deem  it  advantageous  to  the  interest  of  the  said  company  to  sell  and 
dispose  of  any  of  their  said  depots  and  grounds  belonging  thereto,  or  any 
other  of  their  real  estate  situate  as  aforesaid,  then  and  in  such  case,  it 
shall  and  may  be  lawful  for  the  said  party  of  the  second  part,  their  suc¬ 
cessor  or  successors  in  the  trust,  to  execute  to  the  party  of  the  first  part, 
and  to  the  purchaser  or  purchasers  thereof  a  full  and  entire  release  and 
discharge  of  the  lien  of  this  mortgage  on  or  upon  the  same;  but  the 
said  party  of  the  first  part  shall  have  the  right  to  sell,  exchange,  dispose 
of  and  renew  any  of  their  engines,  cars,  machinery  and  other  of  their 
personal  property  whenever,  from  time  to  time,  it  shall  be  necessary  in 
good  faith  to  do  so  for  the  interest  and  welfare  of  the  road  and  the 
profitable  and  discreet  management  thereof,  without  the  concurrence  of 
said  trustees  or  their  successor  or  successors  in  the  trust,  and  any  other 
real  estate,  situate  as  aforesaid,  and  personal  estate  wheresoever  situate, 
which  shall  or  may  be  purchased,  and  all  improvements  that  may  be 
hereafter  made  by  the  said  the  Pittsburgh  and  Steubenville  Railroad 


l80  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Company  during  the  continuance  of  this  mortgage,  either  with  the  avails 
of  any  such  sale  or  sales  as  aforesaid,  or  with  any  part  of  said  loan,  or 
otherwise,  such  estate,  real  and  personal,  and  all  improvements  so  made 
on  said  road  shall  be  deemed,  held  and  taken  to  be  a  part  of  the  mort¬ 
gaged  premises,  and  the  party  of  the  second  part  hereto,  their  successors 
or  successor  in  the  trust,  shall  and  may  hold  the  same  as  part  thereof 
upon  the  same  trusts,  and  with  the  same  powers,  and  subject  to  all  the 
stipulations  and  agreements  and  conditions  hereinbefore  contained,  to 
all  intents  and  purposes  as  if  the  same  were  now  herein  specified  and 
described;  and  for  this  purpose  the  party  of  the  first  part  hereby  prom¬ 
ises,  covenants  and  agrees  to  and  with  the  party  of  the  second  part,  at 
their  reasonable  request,  to  make,  execute  and  deliver  valid  and  legal 
deeds,  conveyances  and  assignment  of  all  property,  real  and  personal, 
that  may  be  acquired  by  the  said  company  subsequent  to  the  date  of  this 
mortgage.  And  it  is  hereby  further  agreed  and  declared  that  in  case 
either  one  or  more  of  the  said  parties  of  the  second  part  shall  die  or 
become  incapable  of  acting  during  the  continuance  of  this  trust  or  shall 
wish  to  be  discharged  therefrom,  then  and  in  such  case  it  shall  and  may 
be  lawful  for  the  said  party  of  the  first  part  thereto  to  nominate  and 
appoint  a  person  or  persons  to  supply  the  place  or  places  of  the  party 
or  parties  so  dying,  being  incapable  or  being  desirious  of  being  dis¬ 
charged.  Provided  that  the  Supreme  Court  of  Pennsylvania,  upon  peti¬ 
tion  made  of  said  party  of  the  first  part  shall  confirm  such  appointments, 
according  to  the  laws  of  Pennsylvania,  and  thereupon  such  conveyance 
shall  be  executed,  if  necessary,  by  all  necessary  parties  as  will  vest  the 
premises  in  the  remaining  trustee  or  trustees,  together  with  the  person 
or  persons  so  nominated,  appointed  and  approved  as  aforesaid,  their 
heirs,  executors  and  administrators  upon  the  same  trusts  and  with  the 
same  powers,  and  subject  to  all  the  stipulations  and  conditions  of  this 
indenture  or  such  as  shall  for  the  time  being  be  in  force,  all  which 
trusts,  powers,  stipulations  and  conditions,  it  is  hereby  agreed  and  de¬ 
clared,  shall  extend  to,  and  shall  be  performed  and  exercised  by  such 
newly-appointed  party  or  parties  as  they  can  or  may,  or  could  or  might 
be  by  all  the  parties  originally  named  herein  as  party  of  the  second  part; 
and  the  like  nominations,  appointments  and  approvals,  shall  and  may  be 
made,  and  shall  and  may  be  carried  into  effect,  in  like  manner  and  as 
often  as,  from  time  to  time,  there  may  be  occasion  therefor  and  with 
the  same  effect  as  before  mentioned,  until  this  indenture  of  mortgage 
and  the  trusts  thereof  shall  be  fully  satisfied,  performed  and  extinguished 
and  it  is  finally  provided  and  agreed  that  when  the  said  bonds  or  bond, 
hereby  executed  or  intended  so  to  be,  shall  be  fully  paid  and  satisfied  or 
converted  into  stock  as  aforesaid,  and  the  object  and  purposes  of  the 
trust  hereby  created  have  been  accomplished  and  attained,  this  indenture 
shall  cease,  determine  and  become  absolutely  null  and  void.  In  witness 
whereof,  the  said  the  Pittsburgh  and  Steubenville  Railroad  Company 
have  hereunto  affixed  their  common  or  corporate  seal,  and  the  president 
of  said  company  by  virtue  of  the  authority  for  that  purpose  vested  in 
him,  has  hereunto  affixed  his  signature  and  the  secretary  of  said  com- 


CORPORATE  HISTORY. 


181 


pany  has  attested  the  execution  of  this  mortgage,  the  day  and  year  first 
before  written. 

HENRY  GRAFF, 

President  of  the  Pittsburgh  and  Steubenville  Railroad  Co. 
Attest: 

[seal]  CHARLES  NAYLOR, 

Secretary  of  the  Pittsburgh  and  Steubenville  Railroad  Co. 

Signed,  sealed  and  delivered  in  presence  of 
(the  word  Steubenville  on  the  fourth  line 
of  second  page  being  written  over  an 
erasure  before  the  execution  hereof) 

D.  MITCHELL,  JR.. 

N.  BUCKMASTER. 

We  accept  the  trusts  and  the  conditions  thereof  in  the  above  and  fore¬ 
going  indenture  of  mortgage  contained  without  personal  liability  on  our 
part.  Witness  our  hands  and  seals  at  Pittsburgh,  this  twenty-fifth  day  of 
October,  anno  domini  eighteen  hundred  and  fifty-three. 

robt.  Mcknight,  [seal] 
Witness:  ROBT.  WOODS.  [seal] 

D.  MITCHELL,  JR.  JOHN  A.  WILSON,  [seal] 

Acknowledged  before  N.  Buckmaster,  alderman,  Pittsburgh,  Pa.,  Octo¬ 
ber  25,  1853. 

Recorded,  Allegheny  county,  Pa.,  October  26,  1853,  Mortgage  Record 
26,  page  10. 

Satisfaction  of  mortgage  endorsed  on  mortgage  record,  Allegheny 
county,  Pa. 

The  bonds  mentioned  in  the  within  mortgage  having  never  been  issued 
and  the  resolution  authorizing  them  having  been  repealed.  We,  the 
trustees  named  in  said  mortgage,  hereby  enter  satisfaction  thereon  in 
full.  Witness  our  hands  and  seals  the  7th  day  of  February,  A.  D.  1855. 

ROBT.  WOODS.  [seal] 
robt.  Mcknight,  [seal] 
JOHN  A.  WILSON,  [seal] 

Attest:  Trustees. 

JAMES  MITCHELL  as  to  R.  Woods  and  J.  A.  Wilson. 

Witness : 

L.  Laving  as  to  McKnight. 

MORTGAGE. 

Pittsburgh  and  Steubenville  Railroad  Company  to  J.  Edgar 
Thomson,  John  Graham  and  Reuben  Miller,  Jr.,  Tbustees. 

Dated  January  1  ,1855. 

Securing  $800,000  bonds  of  $1000  each,  dated  January  1,  1855,  payable 
January  1,  1865,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  first  day  of  January,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  fifty-five,  between  the  Pittsburgh  and 


182  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Steubenville  Railroad  Company,  of  the  first  part,  and  J.  Edgar  Thom¬ 
son,  Esqr.,  of  the  city  of  Philadelphia,  John  Graham  and  Reuben  Miller, 
Junior,  Esqrs.,  of  the  city  of  Pittsburgh,  in  the  commonwealth  of  Penn¬ 
sylvania,  of  the  second  part. 

Whereas,  The  said  Pittsburgh  and  Steubenville  Railroad  Company,  in 
pursuance  of  the  powers,  rights  and  privileges  conferred  by  the  act  in¬ 
corporating  said  company  and  supplementary  acts  of  the  legislature  of 
the  commonwealth  of  Pennsylvania,  and  all  and  every  other  right,  privi¬ 
lege  and  authority  in  that  behalf  enabling  them  to  complete  their  rail¬ 
road,  extend  the  works,  provide  locomotives,  cars,  machinery,  depots 
and  land  therefor,  have  for  the  completion  and  equipment  of  their  road 
authorized  their  president  and  secretary  to  execute  in  the  corporate  name 
of  said  company  eight  hundred  bonds  of  one  thousand  dollars  each, 
making  altogether  eight  hundred  thousand  dollars,  which  bonds  are  to 
be  numbered,  from  number  “  one  ”  to  number  “  eight  hundred  ”  in¬ 
clusive,  to  bear  even  date  herewith,  to  be  issued  as  is  hereinafter  men¬ 
tioned,  and  made  payable  on  the  first  day  of  January,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  sixty-five,  with  interest  at  the 
rate  of  seven  per  centum  per  annum,  payable  semi-annually,  on  the 
first  days  of  July  and  January,  in  each  and  every  year,  to  Thomas  S. 
Clarke,  or  bearer,  or  holder,  on  presentation  and  delivery  of  the  proper 
coupon  or  interest  warrant  for  the  same  in  the  city  of  New  York.  And 
the  said  railroad  company  did  further  authorize  and  direct  the  said 
coupons  to  be  signed  by  the  treasurer  of  the  said  company,  and  that  the 
said  bonds  should  be  severally  convertible,  at  the  option  of  the  holders 
in  the  capital  stock  of  the  company  at  par,  at  any  time  previous  to  the 
first  day  of  January,  one  thousand  eight  hundred  and  sixty-five,  and  did 
authorize  the  execution  of  this  mortgage  for  securing  the  full  and  final 
payment  of  the  said  bonds  with  interest  as  aforesaid. 

Now  this  indenture  witnesseth,  That  the  said  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company,  party  of  the  first  part,  as  well  for  and  in  con¬ 
sideration  of  the  premises  and  for  the  better  securing  the  payment  of 
the  aforesaid  bonds  and  interest  to  accrue  thereon,  as  aforesaid,  and 
also  in  consideration  of  the  sum  of  one  dollar  unto  them  in  hand  paid 
by  the  said  parties  of  the  second  part  hereto,  at  or  before  the  sealing 
and  delivery  hereof,  the  receipt  whereof  is  hereby  acknowledged,  have 
granted,  bargained,  sold,  assigned,  transferred,  aliened,  enfeoffed,  re¬ 
leased,  conveyed  and  confirmed,  and  by  these  presents  do  grant,  bargain, 
sell,  assign,  transfer,  alien,  enfeoff,  release,  convey  and  confirm,  unto  the 
said  J.  Edgar  Thomson,  John  Graham  and  Reuben  Miller,  Junior, 
party  of  the  second  part  hereto,  their  heirs,  executors,  administrators  and 
assigns,  as  joint  tenants,  and  not  as  tenants  in  common,  the  whole  of 
their  said  railroad,  together  with  the  lands,  depots,  depot  grounds  and 
buildings  situated  between  and  at  the  termini  of  their  railway  at  the  city 
of  Pittsburgh  and  the  boundary  line  of  the  state  of  Virginia,  in  the 
counties  of  Allegheny  and  Washington,  in  the  state  of  Pennsylvania,  and 
also  all  the  property  and  franchises,  and  all  the  tolls,  issues,  income  and 
profits  of  the  said  company  hereafter  derived  to  them  from  the  use  of 
or  travel  on  their  said  road,  or  any  part  thereof,  and  also  the  cars,  en- 


CORPORATE  HISTORY. 


183 


gines,  locomotives,  tenders,  horses  or  other  things  used  in  the  business 
and  management  of  said  railroad.  To  have  and  to  hold,  all  and  singular 
the  estate,  hereditaments  and  premises  hereby  granted,  or  intended  so  to 
be,  with  the  appurtenances,  unto  the  said  party  of  the  second  part 
hereto,  their  heirs,  executors,  administrators  and  assigns,  and  to  the 
survivors  and  survivor  of  them,  and  to  the  heirs,  executors,  adminis¬ 
trators  and  assigns  of  such  survivors  or  survivor. 

In  trust,  nevertheless,  for  the  benefit  of  the  holders  of  said  bonds,  and 
for  the  better  securing  of  the  same,  with  the  principal  moneys  therein 
respectively  mentioned,  and  interest  hereafter  to  accrue  thereon  as  afore¬ 
said,  under  and  subject  to  the  conditions,  provisions,  stipulations  and 
agreements  hereinafter  contained  and  set  forth,  that  is  to  say:  that  the 
party  of  the  first  part  hereto  shall  issue  (to  be  secured  by  this  mort¬ 
gage)  eight  hundred  of  said  bonds,  which  are  to  be  numbered  from 
“  one  ”  to  “  eight  hundred  ”  inclusive  as  aforesaid,  and  are  to  bear 
even  date  with  this  indenture,  and  which  may  be  converted  by  the 
holder  or  holders  thereof  into  the  capital  stock  of  said  company,  at  par, 
at  any  time  from  the  date  hereof,  prior  to  the  first  day  of  January,  in 
the  year  of  our  Lord  one  thousand  eight  hundred  and  sixty-five,  sur¬ 
rendering  the  bond  or  bonds  so  held  by  said  holder  or  holders,  with 
the  proper  interest  warrants  or  coupons  thereunto  annexed;  and  it  is 
expressly  understood  and  agreed  that  the  proceeds  of  the  sale  of  said 
bonds  shall  be  applied  to  the  construction  and  completion  of  said  rail¬ 
road,  its  machinery  and  works:  Provided  further,  and  it  is  hereby  also 
expressly  understood  and  agreed  by  and  between  the  parties  hereto,  that 
in  case  the  said  party  of  the  first  part  hereto  shall  fail  to  pay  the  prin¬ 
cipal  of  said  bonds,  or  any  part  thereof,  or  the  interest  thereon,  as  the 
same  shall  thereafter  become  due  and  payable  as  aforesaid,  when  de¬ 
manded,  according  to  the  tenor  thereof,  then  after  six  months  from 
such  demand  and  default  made,  upon  the  request  of  the  holder  or  holders 
of  one-fourth  in  amount  of  said  bonds,  it  shall  and  may  be  lawful  for  the 
said  party  of  the  second  part,  their  successor  or  successors  in  the  trust, 
to  enter  in  and  upon  and  take  actual  possession  of  all  or  any  part  of  the 
premises  hereby  granted,  and  as  trustee  or  trustees  of  the  said  party  of 
the  first  part,  by  himself  or  themselves,  as  agent  or  agents,  or  substi¬ 
tute  or  substitutes  duly  constituted,  have,  use,  employ  and  regulate  the 
same,  according  to  the  rules  and  regulations  and  the  lawful  directions  of 
the  president  and  directors  of  the  said  company,  and  receive  and  collect 
the  tolls,  rents,  income  and  profits  of  the  said  railroad  and  its  appur¬ 
tenances,  and  after  defraying  thereout,  from  time  to  time,  all  such 
expenses  as  may  be  necessary  to  maintain  the  said  railroad  and  the 
works  and  buildings  connected  therewith  in  good  order  and  condition, 
and  to  supply,  renew  and  repair  engines,  cars  and  machinery,  and  to 
pay  counsel  fees  and  other  legal  expenses  of  the  said  company  and  the 
expenses  of  this  trust,  to  apply  the  same  to  the  payment  of  the  principal 
and  interest  of  all  such  bonds  as  may  be  due  and  unpaid. 

And  provided  also,  That  if  at  any  time  hereafter  it  may  be  deemed 
expedient  by  the  president  and  directors  of  said  company,  for  the  pur¬ 
pose  of  protecting  the  interest  of  the  holders  of  said  bonds,  it  shall  and 


184  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

may  be  lawful  for  said  president  and  directors  to  deliver  the  actual 
possession  as  last  mentioned  of  the  said  railroad  and  premises  hereby 
granted,  absolutely,  as  for  a  term  certain  to  the  said  party  of  the  second 
part,  and  for  the  said  party  of  the  second  part  to  receive  the  same;  and 
to  collect  and  apply  the  tolls,  income  and  rents  as  last  above  mentioned, 
and  for  the  said  president  and  directors  to  resume  again  the  possession 
of  the  same.  And  provided  further,  that  if  in  case  of  a  failure  to  pay 
the  principal  and  interest  of  said  bonds  as  aforesaid,  one-fourth  in 
amount  of  all  the  loanholders  under  this  mortgage  shall  demand  in 
writing  that  the  premises  hereby  granted  with  the  appurtenances  be  sold, 
then  it  shall  and  may  be  lawful  for  the  said  party  of  the  second  part, 
their  successor  or  successors  in  the  trust  to  proceed  and  sell  the  premises 
aforesaid  with  the  appurtenances  at  public  auction  in  the  city  of  Pitts¬ 
burgh,  first  giving  at  least  sixty  days’  notice  of  the  time,  place  and 
terms  of  sale  and  of  the  specific  property  to  be  sold  by  publishing  the 
same  in  newspapers  of  good  circulation  in  the  cities  of  Philadelphia, 
New  York  and  Pittsburgh,  and  the  counties  and  principal  towns 
through  which  the  said  railway  passes;  and  as  their  proper  act  and  deed, 
sign,  seal,  acknowledge  and  deliver  a  good  and  sufficient  conveyance 
for  the  same  as  the  premises  are  now  held  by  the  said  company,  which 
shall  be  a  bar  to  the  said  party  of  the  first  part,  their  successors  and 
assigns  and  all  other  persons  claiming  under  them  of  all  right,  interest 
or  claim  in  and  to  the  premises  aforesaid,  or  any  part  thereof,  and  the 
proceeds  of  such  sale,  after  deducting  the  costs  and  expenses  thereof, 
and  the  expenses  of  this  trust,  to  pay  pro  rata  among  the  holders  of  all 
the  loans  under  this  mortgage,  and  the  balance  or  residue  not  required 
for  this  purpose  shall  be  restored  and  paid  to  the  said  party  of  the  first 
part  hereto;  provided  nevertheless,  that  nothing  herein  contained  shall 
prevent  or  preclude  the  said  party  of  the  second  part  from  instituting 
any  proceeding  at  law  or  equity  on  this  mortgage  which  they  may  deem 
necessary  or  expedient  for  the  benefit  of  the  holders  of  the  said  loan; 
provided  also,  and  it  is  hereby  expressly  understood  and  agreed  to,  by 
all  the  parties  hereto,  that  if  at  any  time  during  the  continuance  of  this 
mortgage,  the  party  of  the  first  part  hereto  (with  the  concurrence  of  the 
party  of  the  second  part,  their  successor  or  successors  in  the  trust)  shall 
deem  it  advantageous  to  the  interest  of  the  said  company  to  sell  and 
dispose  of  any  of  their  said  depots  and  grounds  belonging  thereto,  or 
any  other  of  their  real  estate  situate  as  aforesaid,  then  and  in  such  case, 
it  shall  and  may  be  lawful  for  the  said  party  of  the  second  part,  their 
successor  or  successors  in  the  trust,  to  execute  to  the  party  of  the  first 
part,  and  to  the  purchaser  or  purchasers  thereof  a  full  and  entire  release 
and  discharge  of  the  lien  of  this  mortgage  in  or  upon  the  same;  but  the 
said  party  of  the  first  part  shall  have  the  right  to  sell,  exchange,  dispose 
of  and  renew  any  of  their  engines,  cars,  machinery  and  other  of  their 
personal  property  whenever,  from  time  to  time,  it  shall  be  necessary 
in  good  faith  to  do  so  for  the  interests  and  welfare  of  the  road  and  the 
profitable  and  discreet  management  of  the  same,  without  the  concur¬ 
rence  of  the  said  trustees  or  their  successor  or  successors  in  the  trust; 
and  any  other  real  estate,  situate  as  aforesaid,  and  personal  estate  where- 


CORPORATE  HISTORY. 


185, 


soever  situate  which  shall  or  may  be  purchased,  and  all  improvements 
that  may  be  hereafter  made  by  the  said  Pittsburgh  and  Steubenville  Rail¬ 
road  Company  during  the  continuance  of  this  mortgage,  either  with  the 
avails  of  any  such  sale  or  sales  as  aforesaid,  or  with  any  part  of  said 
loan,  or  otherwise,  such  estate,  real  and  personal,  and  all  improvements 
so  made  on  said  road  shall  be  deemed,  held  and  taken  to  be  a  part  of 
the  mortgaged  premises,  and  the  party  of  the  second  part  hereto,  their 
successors  or  successor  in  the  trust,  shall  and  may  hold  the  same  as 
part  thereof  upon  the  same  trusts,  and  with  the  same  powers,  and  subject 
to  all  the  stipulations  and  agreements  and  conditions  hereinbefore  con¬ 
tained,  to  all  intents  and  purposes  as  if  the  same  were  now  herein, 
specified  and  described;  and  for  this  purpose  the  party  of  the  first  part 
hereby  promises  and  agrees  and  covenants  to  and  with  the  said  party 
of  the  second  part,  at  their  reasonable  request,  to  make,  execute  and 
deliver  valid  and  legal  deeds,  conveyances  and  assignments  of  all  prop¬ 
erty,  real  and  personal,  that  may  be  acquired  by  the  said  company  sub¬ 
sequent  to  the  date  of  this  mortgage.  And  it  is  further  agreed  and 
declared  that  in  case  either  one  or  more  of  the  said  parties  of  the  second 
part  shall  die  or  become  incapable  of  acting  during  the  continuance  of 
this  trust  or  shall  wish  to  be  discharged  therefrom,  then  and  in  such 
case  it  shall  and  may  be  lawful  for  the  said  party  of  the  first  part  hereto 
to  nominate  and  appoint  a  person  or  persons  to  supply  the  place  or 
places  of  the  party  or  parties  so  dying,  being  incapable  or  being  desirous, 
of  being  discharged.  Provided  that  the  Supreme  Court  of  Pennsylvania, 
upon  petition  made  by  said  party  of  the  first  part  shall  confirm  such 
appointments,  according  to  the  laws  of  Pennsylvania,  and  thereupon 
such  conveyance  shall  be  executed,  if  necessary,  by  all  necessary  parties 
as  will  vest  the  premises  in  the  remaining  trustee  or  trustees,  together 
with  the  person  or  persons  so  nominated,  appointed  and  approved  as 
aforesaid,  their  heirs,  executors  and  administrators  upon  the  same 
trusts  and  with  the  same  powers,  and  subject  to  all  the  stipulations  and 
conditions  of  this  indenture,  or  such  as  shall  for  the  time  being  be  in 
force;  all  which  trusts,  powers,  stipulations  and  conditions,  it  is  hereby 
agreed  and  declared,  shall  extend  to,  and  shall  be  performed  and  exer¬ 
cised  by  such  newly  appointed  party  or  parties  as  they  can  or  may,  or 
could  or  might  be  by  all  the  parties  originally  named  herein  as  party 
of  the  second  part;  and  the  like  nominations,  appointments  and  approvals 
shall  and  may  be  made,  and  shall  and  may  be  carried  into  effect,  in  like 
manner  and  as  often  as,  from  time  to  time,  there  may  be  occasion 
therefor  and  with  the  same  effect  as  before  mentioned,  until  this  inden¬ 
ture  of  mortgage  and  the  trusts  thereof  shall  be  fully  satisfied,  performed 
and  extinguished.  And  it  is  finally  provided  and  agreed  that  when  the 
said  bonds  or  loans  hereby  secured  or  intended  so  to  be  shall  be  fully 
paid  and  satisfied  or  converted  into  stock  as  aforesaid,  and  the  object 
and  purposes  of  the  trust  hereby  created  have  been  accomplished  and 
attained,  this  indenture  shall  cease,  determine  and  become  absolutely 
null  and  void. 

In  witness  whereof,  The  Pittsburgh  and  Steubenville  Railroad  Com¬ 
pany  have  hereunto  affixed  their  common  or  corporate  seal;  and  the 
president  of  the  said  company  by  virtue  of  the  authority  for  that  purpose 


l86  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


vested  in  him,  has  hereunto  affixed  his  signature;  and  the  secretary  of 
said  company  has  attested  the  execution  of  this  mortgage,  the  day  and 
year  first  before  written. 

[seal]  JAMES  S.  CRAFT, 

President  of  the  Pittsburgh  and  Steubenville  Railroad  Company. 

Attest: 

SIDNEY  F.  VON  BONNHORST, 

Secretary  of  the  Pittsburgh  and  Steubenville  Railroad  Company. 
Sealed  and  delivered  in  the  presence  of 
D.  MITCHELL,  Jr. 

We  accept  the  trusts  and  the  conditions  hereof  as  contained  in  the 
above  and  foregoing  indenture  of  mortgage.  Witness  our  hands  and 
seals  this  day  of  ,  Anno  Domini  eighteen  hundred  and 

fifty-five. 

J.  EDGAR  THOMSON,  [l.  s.] 
Witness  JOHN  GRAHAM,  [l.  s.] 

HERMAN  J.  LOMBAERT.  R.  MILLER,  Jr.  [l.  s.] 

Acknowledged  before  Thomas  Steele,  alderman,  Pittsburgh,  Pa.,  Feb¬ 
ruary  15,  1855. 

Recorded,  Washington  county,  Pa.,  February  23,  1855,  Mortgage 
Book  2,  page  43;  also  recorded  in  Allegheny  county. 

Satisfaction  of  mortgage  endorsed  on  margin  of  Record,  Allegheny 
county,  Pa. 

We,  J.  Edgar  Thomson,  John  Graham  and  Reuben  Miller,  Jr., 
mortgagees  and  trustees  within  named  by  our  attorney  in  fact,  Luke 
Loomis,  duly  authorized  by  letter  of  attorney,  dated  January  30th,  1857, 
and  recorded  in  this  office  in  power  of  attorney  book,  vol.  2,  page  239, 
do  acknowledge  satisfaction  in  full  of  the  within  mortgage  and  of  the 
bonds  secured  thereby. 

Witness  our  hands  and  seals  by  our  attorney  in  fact  this  15th  day  of 
January,  A.  D.  1857. 

J.  EDGAR  THOMSON,  [seal] 
JOHN  GRAHAM,  [seal] 

Witness  REUBEN  MILLER,  Jr.,  [seal] 

JAMES  MITCHELL.  by  attorney  in  fact,  Luke  Loomis. 

Satisfaction  of  mortgage  recorded  in  Washington  county,  January  16, 

1857. 

FIRST  MORTGAGE. 

Pittsburgh  and  Steubenville  Railroad  Company  to  Thomas 

McElrath,  Trustee. 

Dated  August  1,  1856. 

Securing  $1,000,000  bonds  of  $1000  each,  dated  August  1,  1856,  payable 
August  1,  1881,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  first  day  of  August,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  fifty-six,  between  the  Pittsburgh  and 


CORPORATE  HISTORY. 


187 


Steubenville  Railroad  Company,  of  the  first  part,  and  Thomas  McElrath, 
of  the  city  of  New  York,  banker,  party  of  the  second  part. 

Whereas,  The  said  Pittsburgh  and  Steubenville  Railroad  Company,  in 
pursuance  of  the  powers,  rights  and  privileges  conferred  by  the  act  in¬ 
corporating  said  company,  and  supplementary  acts  of  the  legislature  of 
the  commonwealth  of  Pennsylvania,  and  all  and  every  other  right,  privi¬ 
lege  and  authority  in  that  behalf  enabling  them  to  complete  their  rail¬ 
road,  extend  the  works,  provide  locomotives,  cars,  machinery,  depots 
and  land  therefor,  have  for  the  completion  and  equipment  of  their  road 
authorized  their  president  and  secretary  to  execute  in  the  corporate 
name  of  said  company  one  thousand  bonds  of  one  thousand  dollars  each, 
making  altogether  one  million  dollars,  which  bonds  are  to  be  numbered 
from  number  “  one  ”  to  number  “  one  thousand  ”  inclusive,  to  bear  even 
date  herewith,  to  be  issued  as  is  hereinafter  mentioned  and  made  payable 
on  the  first  day  of  August,  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  eighty-one,  with  interest  at  the  rate  of  seven  per  cent,  per 
annum,  payable  semi-annually  on  the  first  days  of  February  and  August 
in  each  and  every  year  to  A.  M.  Clark  or  bearer  on  presentation  and 
delivery  of  the  proper  coupon  or  interest  warrant  for  the  same  in  the 
city  of  New  York;  and  the  said  railroad  company  did  further  authorize 
and  direct  the  said  coupons  to  be  signed  by  the  treasurer  of  the  said 
company,  and  that  the  said  bonds  should  be  severally  convertible  at  the 
option  of  the  holder  into  the  capital  stock  of  the  company,  at  par,  at. 
any  time  previous  to  the  first  day  of  August,  one  thousand  eight  hundred 
and  eighty-one,  and  did  authorize  the  execution  of  this  mortgage  for 
securing  the  full  and  final  payment  of  the  said  bonds  with  interest  as 
aforesaid. 

Now  this  indenture  witnesseth,  That  the  said  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company,  party  of  the  first  part,  as  well  for  and  in  con¬ 
sideration  of  the  premises  and  for  the  better  securing  the  payment  of  the 
aforesaid  bonds  and  interest  to  accrue  thereon,  as  aforesaid,  and  also 
in  consideration  of  the  sum  of  one  dollar  unto  them  in  hand  paid  by 
the  said  party  of  the  second  part  hereto  at  or  before  the  sealing  and 
delivery  hereof,  the  receipt  whereof  is  hereby  acknowledged,  have  granted, 
bargained,  sold,  assigned,  transferred,  aliened,  enfeoffed,  released,  con¬ 
veyed  and  confirmed,  and  by  these  presents  do  grant,  bargain,  sell,  assign, 
transfer,  alien,  enfeoff,  release,  convey  and  confirm  unto  the  said  Thomas 
McElrath,  party  of  the  second  part  hereto,  his  successors  and  assigns  the 
whole  of  their  railroad,  together  with  the  lands,  depots,  depot  grounds 
and  buildings  situated  between  and  at  the  termini  of  their  railway  at  the 
city  of  Pittsburgh  and  the  boundary  line  of  the  state  of  Virginia,  in  the 
counties  of  Allegheny  and  Washington,  in  the  state  of  Pennsylvania,  and 
also  all  the  property  and  franchises,  and  all  the  tolls,  issues,  income  and 
profits  of  the  said  company  hereafter  derived  to  them  from  the  use  of  or 
travel  on  their  said  road  or  any  part  thereof,  and  also  all  the  cars, 
engines,  locomotives,  tenders,  horses  or  other  things  used  in  the  business 
and  management  of  said  railroads.  To  have  and  to  hold  all  and  singular 
the  estate,  hereditaments  and  premises  hereby  granted,  or  intended  so  to 
be,  with  the  appurtenances  unto  the  said  party  of  the  second  part  hereto, 


l88  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


his  heirs,  executors,  administrators,  his  successors  and  assigns,  and  to 
the  survivors  and  survivor  of  them,  and  to  their  heirs,  executors,  ad¬ 
ministrators  and  assigns. 

In  trust,  nevertheless,  for  the  benefit  of  the  holders  of  said  bonds  and 
for  the  better  securing  of  the  same,  with  the  principal  moneys  therein 
respectively  mentioned  and  interest  hereafter  to  accrue  thereon  as  afore¬ 
said  under  and  subject  to  the  conditions,  provisions,  stipulations  and 
agreements  hereinafter  contained  and  set  forth,  that  is  to  say,  that  the 
party  of  the  first  part  hereto  shall  issue  (to  be  secured  by  this  mortgage) 
one  thousand  bonds,  which  are  to  be  numbered  from  “  one  ”  to  “  one 
thousand  ”  inclusive  as  aforesaid,  and  are  to  bear  even  date  with  this 
indenture,  and  which  may  be  converted  by  the  holder  or  holders  thereof 
into  the  capital  stock  of  said  company,  at  par,  at  any  time  from  the  date 
hereof  prior  to  the  first  day  of  August,  in  the  year  of  our  Lord  one 
thousand  eight  hundred  and  eighty-one,  surrendering  the  bond  or  bonds 
so  held  by  said  holder  or  holders  with  the  proper  interest  warrants  or 
coupons  thereunto  annexed.  And  it  is  expressly  understood  and  agreed 
that  the  proceeds  of  the  sale  of  said  bonds  shall  be  applied  to  the  con¬ 
struction  and  completion  of  said  railroad,  its  machinery  and  works. 
Provided  further,  and  it  is  hereby  also  expressly  understood  and  agreed 
by  and  between  the  parties  hereto  that  in  case  the  said  party  of  the  first 
part  hereto  shall  fail  to  pay  the  principal  of  said  bonds,  or  any  part 
thereof,  or  the  interest  thereon,  as  the  same  shall  thereafter  become  due 
and  payable  as  aforesaid  when  demanded  according  to  the  tenor  thereof, 
then  after  six  months  from  such  demand  and  default  made  upon  the 
request  of  the  holder  or  holders  of  one-fourth  in  amount  of  said  bonds, 
it  shall  and  may  be  lawful  for  the  said  party  of  the  second  part,  his 
successor  or  successors  in  the  trust,  to  enter  in  and  upon  and  take  actual 
possession  of  all  or  any  part  of  the  premises  hereby  granted,  and  as 
trustee  or  trustees  of  the  said  party  of  the  first  part,  by  himself  or  them¬ 
selves  as  agent  or  agents,  or  substitute  or  substitutes,  duly  constituted, 
have,  use,  employ  and  regulate  the  same  according  to  the  rules  and 
regulations  and  the  lawful  directions  of  the  president  and  directors  of 
the  said  company  and  receive  and  collect  the  tolls,  rents,  income  and 
profits  of  the  said  railroad  and  its  appurtenances,  and  after  defraying 
thereout,  from  time  to  time,  all  such  expenses  as  may  be  necessary  to 
maintain  the  said  railroad  and  the  works  and  buildings  connected  there¬ 
with  in  good  order  and  condition,  and  to  supply,  renew  and  repair  en¬ 
gines,  cars  and  machinery,  and  to  pay  counsel  fees  and  other  legal 
expenses  of  the  said  company  and  the  expenses  of  this  trust,  to  apply 
the  same  to  the  payment  of  the  principal  and  interest  of  all  such  bonds 
as  may  be  due  and  unpaid. 

And  provided  also,  that  if  at  any  time  hereafter  it  may  be  deemed 
expedient  by  the  president  and  directors  of  said  company  for  the  pur¬ 
pose  of  protecting  the  interest  of  the  holders  of  said  bonds,  it  shall  and 
may  be  lawful  for  said  president  and  directors  to  deliver  the  actual  pos¬ 
session  as  last  mentioned  of  the  said  railroad  and  premises  hereby 
granted  absolutely  as  for  a  term  certain  to  the  said  party  of  the  second 
part  and  for  said  party  of  the  second  part  to  receive  the  same  and  to 
collect  and  apply  the  tolls,  income  and  rents  as  last  above  mentioned. 


CORPORATE  HISTORY. 


189 


and  for  the  said  president  and  directors  to  resume  again  the  possession 
of  the  same. 

And  provided  further,  That  if  in  case  of  a  failure  to  pay  the  principal 
and  interest  of  said  bonds  as  aforesaid,  one-fourth  in  amount  of  all  the 
loanholders  under  this  mortgage  shall  demand  in  writing  that  the  prem¬ 
ises  hereby  granted,  with  the  appurtenances,  be  sold,  then  it  shall  and 
may  be  lawful  for  the  said  party  of  the  second  part,  his  successor  or 
successors  in  the  trust  to  proceed  and  sell  the  premises  aforesaid  with 
the  appurtenances  at  public  auction  in  the  city  of  Pittsburgh,  first  giving 
at  least  sixty  days  notice  of  the  time  and  place  and  terms  of  sale  and  of 
the  specific  property  to  be  sold  by  publishing  the  same  in  newspapers  of 
good  circulation  in  the  cities  of  Philadelphia,  New  York,  Pittsburgh  and 
the  counties  and  principal  towns  through  which  the  said  railway  passes; 
and  as  his  or  their  proper  act  and  deed,  sign,  seal,  acknowledge  and 
deliver  a  good  ancj  sufficient  conveyance  for  the  same  as  the  premises 
are  now  held  by  the  said  company,  which  shall  be  a  bar  to  the  said  party 
of  the  first  part,  its  successors  and  assigns,  and  all  other  persons  claiming 
under  it  or  them  of  all  right,  interest  or  claim  in  and  to  the  premises 
aforesaid,  or  any  part  thereof,  and  the  proceeds  of  such  sale,  after  deduct¬ 
ing  the  costs  and  expenses  thereof,  and  the  expenses  of  this  trust,  to  pay 
pro  rata  among  the  holders  of  all  the  loans  under  this  mortgage,  and  the 
balance  or  residue  not  required  for  this  purpose  shall  be  restored  and 
paid  to  the  said  party  of  the  first  part  hereto;  provided,  nevertheless, 
that  nothing  herein  contained  shall  prevent  or  preclude  the  said  party 
of  the  second  part  from  instituting  any  proceeding  at  law  or  equity  on 
this  mortgage  which  they  may  deem  necessary  or  expedient  for  the  bene¬ 
fit  of  the  holders  of  the  said  loan.  Provided  also,  and  it  is  hereby 
expressly  understood  and  agreed  to  by  all  the  parties  hereto,  that  if  at 
any  time  during  the  continuance  of  this  mortgage  the  party  of  the  first 
part  hereto  (with  the  concurrence  of  the  party  of  the  second  part,  his 
successor  or  successors  in  the  trust)  shall  deem  it  advantageous  to  the 
interest  of  the  said  company  to  sell  and  dispose  of  any  of  their  said 
depots  and  grounds  belonging  thereto  or  any  other  of  their  real  estate 
situate  as  aforesaid,  then  and  in  such  case  it  shall  and  may  be  lawful  for 
the  said  party  of  the  second  part,  his  successor  or  successors  in  the  trust 
to  execute  to  the  party  of  the  first  part  and  to  the  purchaser  or  purchasers 
thereof  a  full  and  entire  release  and  discharge  of  the  lien  of  this  mort¬ 
gage  on  or  upon  the  same;  that  the  said  party  of  the  first  part  shall  have 
the  right  to  sell  or  exchange,  dispose  of  and  renew  any  of  their  engines, 
cars,  machinery  and  other  of  their  personal  property  whenever  from  time 
to  time  it  shall  be  necessary  in  good  faith  to  do  so  for  the  interests  and 
welfare  of  the  road  and  the  profitable  and  discreet  management  of  the 
same  without  the  concurrence  of  the  said  trustee  or  his  successor  or 
successors  in  the  trust  and  any  other  real  estate  situate  as  aforesaid  and 
personal  estate  wherever  situate  which  shall  or  may  be  purchased,  and 
all  improvements  that  may  be  hereafter  made  by  the  said  the  Pittsburgh 
and  Steubenville  Railroad  Company  during  the  continuance  of  this  mort¬ 
gage,  either  with  the  avails  of  any  such  sale  or  sales  as  aforesaid,  or 
with  any  part  of  said  loan  or  otherwise,  such  estate,  real  and  personal, 
and  all  improvements  so  made  on  said  road  shall  be  deemed,  held  and 


190  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


taken  to  be  a  part  of  the  mortgaged  premises,  and  the  party  of  the  second 
part  hereto,  his  successor  or  successors  in  the  trust,  shall  and  may  hold 
the  same  as  part  thereof  upon  the  same  trusts  and  with  the  same  powers 
and  subject  to  all  the  stipulations  and  agreements  and  conditions  here¬ 
inbefore  contained  to  all  intents  and  purposes  as  if  the  same  were  now 
herein  specified  and  described,  and  for  this  purpose  the  party  of  the  first 
part  hereby  promises  and  agrees  and  covenants  to  and  with  the  said 
party  of  the  second  part  at  his  reasonable  request  to  make,  execute  and 
deliver  valid  and  legal  deeds,  conveyances  and  assignments  of  all  prop¬ 
erty,  real  and  personal,  that  may  be  acquired  by  the  said  company  sub¬ 
sequent  to  the  date  of  this  mortgage. 

And  it  is  further  agreed  and  declared  that  in  case  said  party  of  the 
second  part  shall  die  or  become  incapable  of  acting  during  the  continu¬ 
ance  of  this  trust  or  shall  wish  to  be  discharged  therefrom,  then  and  in 
such  case  it  shall  and  may  be  lawful  for  the  said  parly  of  the  first  part 
hereto  to  nominate  and  appoint  a  person  or  persons  to  supply  the  place 
of  the  party  of  the  second  part.  Provided  that  the  Supreme  Court  of  Penn¬ 
sylvania,  upon  petition  made  by  said  party  of  the  first  part,  shall  confirm 
such  appointment  according  to  the  laws  of  Pennsylvania,  and  thereupon 
such  conveyance  shall  be  executed,  if  necessary,  by  all  necessary  parties  as 
will  vest  the  premises  in  the  person  or  persons  so  nominated,  appointed 
and  approved  as  aforesaid  as  his  or  their  successor  or  successors  upon  the 
same  trusts  and  with  the  same  powers  and  subject  to  all  the  stipulations 
and  conditions  of  this  indenture,  or  such  as  shall  for  the  time  being  be 
in  force,  all  which  trusts,  powers,  stipulations  and  conditions  it  is  hereby 
agreed  and  declared  shall  extend  to  and  shall  be  performed  and  exercised 
by  such  newly  appointed  party  or  parties  as  they  can  or  may  or  could  or 
might  be  by  the  party  originally  named  herein  as  party  of  the  second 
part,  and  the  like  nominations,  appointments  and  approvals  shall  and 
may  be  made  and  shall  and  may  be  carried  into  effect  in  like  manner  and 
as  often  as  from  time  to  time  there  may  be  occasion  therefor  and  with 
the  same  effect  as  before  mentioned  until  this  indenture  of  mortgage 
and  the  trusts  thereof  shall  be  fully  satisfied,  performed  and  extinguished. 

And  it  is  finally  provided  and  agreed  that  when  the  said  bonds  or 
loans  hereby  secured  or  intended  so  to  be  shall  be  fully  paid  and  satis¬ 
fied  or  converted  into  stock  as  aforesaid,  and  the  object  and  purposes 
of  the  trust  hereby  created  have  been  accomplished  and  attained,  this 
indenture  shall  cease,  determine  and  become  absolutely  null  and  void. 

In  witness  whereof  the  Pittsburgh  and  Steubenville  Railroad  Company 
have  hereunto  affixed  their  common  or  corporate  seal;  and  the  presi¬ 
dent  of  the  said  company,  by  virtue  of  the  authority  for  that  purpose 
vested  in  him  has  hereunto  affixed  his  signature;  and  the  secretary  of 
said  company  has  attested  the  execution  of  this  mortgage,  the  day  and 
year  first  before  written.  This  being  the  original  mortgage  of  which  a 
duplicate  has  been  executed  of  even  tenor  and  date  herewith. 

[seal]  ISAAC  JONES, 

President  of  the  Pittsburgh  and  Steubenville  Railroad  Company. 
Attest:  SIDNEY  F.  VON  BONNHORST, 

Secretary  of  the  Pittsburgh  and  Steubenville  Railroad  Company. 

Sealed  and  delivered  in  presence  of: 


CORPORATE  HISTORY. 


191 

I  accept  the  trusts  and  the  conditions  hereof  as  contained  in  the  above 
and  foregoing  indenture  of  mortgage. 

Witness  my  hand  and  seal  this  first  day  of  August,  in  the  year  one 
thousand  eight  hundred  and  fifty-six. 

THOMAS  McELRATH. 

Witnesses: 

R.  A.  FRASER, 

WM.  TRUTLOW. 

Acknowledged  before  Thos.  Steele,  alderman,  city  of  Pittsburgh,  Oc- 
*  tober  10,  1856,  by  Isaac  Jones,  Sidney  F.  Von  Bonnhorst,  and  by  Thomas 
McElrath  before  John  Bissell,  commissioner  for  Pennsylvania  in  New 
York,  October  15,  1856. 

Recorded,  Allegheny  county,  Pa.,  October  20,  1856,  book  30,  page  358. 


SECOND  MORTGAGE. 

Pittsburgh  and  Steubenville  Railroad  Company  to  Ambrose  W. 

Thompson  and  Daniel  Tyler,  Trustees. 

Dated  August  1,  1856. 

Securing  $500,000  bonds,  $350,000  for  $1000  each,  $125,000  for  $500  each, 
and  $25,000  for  100  each,  dated  August  1,  1856,  payable  August 
1,  1881,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  first  day  of  August,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  fifty-six,  between  the  Pittsburgh  and 
Steubenville  Railroad  Company,  of  the  first  part  and  Ambrose  W.  Thomp¬ 
son,  of  the  city  of  New  York,  and  Daniel  Tyler,  of 
gentlemen,  parties  of  the  second  part. 

Whereas,  The  said  Pittsburgh  and  Steubenville  Railroad  Company,  in 
pursuance  of  the  powers,  rights  and  privileges  conferred  by  the  act 
incorporating  said  company  and  supplementary  acts  of  the  legislature  of 
the  commonwealth  of  Pennsylvania,  and  all  and  every  other  right,  privi¬ 
lege  and  authority  in  that  behalf  enabling  them  to  complete  their  rail¬ 
road,  extend  the  works,  provide  locomotives,  cars,  machinery,  depots  and 
land  therefor,  have  for  the  completion  and  equipment  of  their  road 
authorized  their  president  and  secretary  to  execute  in  the  corporate  name 
of  said  company  three  hundred  and  fifty  bonds  of  one  thousand  dollars 
each,  two  hundred  and  fifty  bonds  of  five  hundred  dollars  each,  and  two 
hundred  and  fifty  bonds  of  one  hundred  dollars  each,  making  together 
the  sum  of  five  hundred  thousand  dollars,  which  bonds  are  to  be  num¬ 
bered  from  “  one  ”  to  number  “  eighteen  hundred  and  fifty  ”  inclusive, 
to  bear  even  date  herewith,  to  be  issued  as  is  hereinafter  mentioned  and 
made  payable  on  the  first  day  of  August,  in  the  year  of  our  Lord  one 
thousand  eight  hundred  and  eighty-one,  with  interest  at  the  rate  of 
seven  per  cent,  per  annum,  payable  semi-annually,  on  the  first  days  of 
February  and  August  in  each  and  every  year  to  A.  M.  Clark  or  bearer 
on  presentation  and  delivery  of  the  proper  coupon  or  interest  warrant 
for  the  same  in  the  city  of  New  York,  and  the  said  railroad  company  did 


192  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


further  authorize  and  direct  the  said  coupons  to  be  signed  by  the  treas¬ 
urer  of  the  said  company,  and  that  the  said  bonds  should  be  severally 
convertible  at  the  option  of  the  holder  into  the  capital  stock  of  the  com¬ 
pany  at  par,  at  any  time  previous  to  the  first  day  of  August,  one  thousand 
eight  hundred  and  eighty-one,  and  did  authorize  the  execution  of  this 
mortgage  for  securing  the  full  and  final  payment  of  the  said  bonds  with 
interest  as  aforesaid. 

Now  this  indenture  witnesseth,  That  the  said  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company,  party  of  the  first  part,  as  well  for  and  in  con¬ 
sideration  of  the  premises  and  for  the  better  securing  the  payment  of  the 
aforesaid  bonds  and  interest  to  accrue  thereon,  as  aforesaid,  and  also 
in  consideration  of  the  sum  of  one  dollar  unto  them  in  hand  paid  by  the 
said  parties  of  the  second  part  hereto  at  or  before  the  sealing  and  de¬ 
livery  hereof,  the  receipt  whereof  is  hereby  acknowledged,  have  granted, 
bargained,  sold,  assigned,  transferred,  aliened,  enfeoffed,  released,  con¬ 
veyed  and  confirmed,  and  by  these  presents  do  grant,  bargain,  sell, 
assign,  transfer,  alien,  enfeoff,  release,  convey  and  confirm  unto  the  said 
parties  of  the  second  part  and  the  survivor  of  them,  their  or  his  succes¬ 
sors  and  assigns  the  whole  of  their  railroad,  together  with  the  lands, 
depots,  depot  grounds  and  buildings  situated  between  and  at  the  termini 
of  their  railway  at  the  city  of  Pittsburgh  and  the  boundary  line  of  the 
state  of  Virginia,  in  the  counties  of  Allegheny  and  Washington,  in  the 
state  of  Pennsylvania,  and  also  all  the  property  and  franchises,  and  all 
the  tolls,  issues,  income  and  profits  of  the  said  company  hereafter  derived 
to  them  from  the  use  of  or  travel  on  their  said  road  or  any  part  thereof, 
and  also  all  the  cars,  engines,  locomotives,  tenders,  turn-tables,  machinery, 
tools  and  railroad  implements,  horses  or  other  things  used  in  the  busi¬ 
ness  and  management  of  said  railroad,  and  also  all  the  interest  of  said  rail¬ 
road  in  property  held  in  trust  for  them  or  for  their  benefit.  To  have  and 
to  hold  all  and  singular  the  estate,  hereditaments  and  premises  hereby 
granted  or  intended  so  to  be,  with  the  appurtenances  unto  the  said  par¬ 
ties  of  the  second  part  hereto,  their  heirs,  executors,  administrators, 
successors  and  assigns,  and  to  the  survivors  and  survivor  of  them  and 
to  the  heirs,  executors,  administrators  and  assigns  of  such  survivors  and 
survivor  (subject,  however,  to  a  certain  mortgage  bearing  even  date  here¬ 
with  made  to  Thomas  McElrath  to  secure  the  payment  of  one  thousand 
bonds  of  one  thousand  dollars  each). 

In  trust,  nevertheless,  for  the  benefit  of  the  holders  of  said  bonds  and 
for  the  better  securing  of  the  same  with  the  principal  moneys  therein 
respectively  mentioned  and  interest  hereafter  to  accrue  thereon  as  afore¬ 
said,  under  and  subject  to  the  conditions,  provisions,  stipulations  and 
agreements  hereinafter  contained  and  set  forth,  that  is  to  say,  that  tHe 
party  of  the  first  part  hereto  shall  issue  (to  be  secured  by  this  mortgage) 
eight  hundred  and  fifty  bonds,  which  are  to  be  numbered  from  “  one  ” 
to  “  eight  hundred  and  fifty  ”  inclusive  as  aforesaid  and  are  to  bear  even 
date  herewith  and  which  may  be  converted  by  the  holder  or  holders 
thereof  into  the  capital  stock  of  said  company,  at  par,  at  any  time  from 
the  date  hereof,  prior  to  the  first  day  of  August  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  eighty-one,  surrendering  the  bond  or 
bonds  so  held  by  said  holder  or  holders  with  the  proper  interest  war- 


CORPORATE  HISTORY. 


193 


rants  or  coupons  thereunto  annexed.  And  it  is  expressly  understood 
and  agreed  that  the  proceeds  of  the  sale  of  said  bonds  shall  be  applied 
to  the  construction  and  completion  of  said  railroad,  its  machinery  and 
works. 

Provided  further,  and  it  is  hereby  also  expressly  understood  and  agreed 
by  and  between  the  parties  hereto  that  in  case  the  said  party  of  the  first 
part  hereto  shall  fail  to  pay  the  principal  of  said  bonds,  or  any  part 
thereof,  or  the  interest  thereon  as  the  same  shall  thereafter  become  due 
and  payable  as  aforesaid  when  demanded,  according  to  the  tenor  thereof, 
then  immediately  upon  such  demand  and  default  made  upon  the  request 
of  the  holder  or  holders  of  one-fourth  in  amount  of  said  bonds,  it  shall 
and  may  be  lawful  for  the  said  parties  of  the  second  part,  their  successor 
or  successors  in  the  trust  to  enter  in  and  upon  and  take  actual  possession 
of  all  or  any  part  of  the  premises  hereby  granted,  and  as  trustee  or 
trustees  of  the  said  pany  of  the  first  part  by  himself  or  themselves,  as 
agent  or  agents,  or  substitute  or  substitutes  duly  constituted  have,  use, 
employ  and  regulate  the  same  according  to  the  rules  and  regulations 
and  the  lawful  directions  of  the  president  and  directors  of  the  said  com¬ 
pany  and  receive  and  collect  the  tolls,  rents,  income  and  profits  of  the 
said  railroad  and  its  appurtenances,  and  after  defraying  thereout,  from 
time  to  time,  all  such  expenses  as  may  be  necessary  to  maintain  the 
said  railroad  and  the  works  and  buildings  connected  therewith  in  good 
order  and  condition,  and  to  supply,  renew  and  repair  engines,  cars  and 
machinery,  and  to  pay  counsel  fees  and  other  legal  expenses  of  the 
said  company  and  the  expenses  of  this  trust,  to  apply  the  same  to  the 
payment  of  the  principal  and  interest  of  all  such  bonds  as  may  be  due 
and  unpaid. 

And  provided  also  that  if  at  any  time  hereafter  it  may  be  deemed 
expedient  by  the  president  and  directors  of  said  company  for  the  purpose 
of  protecting  the  interest  of  the  holders  of  said  bonds,  it  shall  and  may 
be  lawful  for  said  president  and  directors  to  deliver  the  actual  possession 
as  last  mentioned  of  the  said  railroad  and  premises  hereby  granted 
absolutely  as  for  a  term  certain  to  the  said  parties  of  the  second  part 
and  for  the  said  parties  of  the  second  part  to  receive  the  same  and  to 
collect  and  apply  the  tolls,  income  and  rents  as  last  above  mentioned 
and  for  the  said  president  and  directors  to  resume  again  the  possession 
of  the  same. 

And  provided  further  that  if  in  case  of  a  failure  to  pay  the  principal 
and  interest  of  said  bonds  as  aforesaid,  one-fourth  in  amount  of  all  the 
loanholders  under  this  mortgage  shall  demand  in  writing  that  the 
premises  hereby  granted  with  the  appurtenances  be  sold,  then  it  shall  and 
may  be  lawful  for  the  said  parties  of  the  second  part,  their  successor  or 
successors  in  the  trust  to  proceed  and  sell  the  premises  aforesaid  with 
the  appurtenances  at  public  auction  in  the  city  of  Pittsbuigh,  first  giving 
at  least  sixty  days’  notice  of  the  time  and  place  and  terms  of  sale  and 
of  the  specific  property  to  be  sold  by  publishing  the  same  in  newspapers 
of  good  circulation  in  the  cities  of  Philadelphia,  New  York  and  Pitts¬ 
burgh,  and  as  their  proper  act  and  deed  sign,  seal,  acknowledge  and 
deliver  a  good  and  sufficient  conveyance  for  the  same  as  the  premises 
are  now  held  by  the  said  company,  which  shall  be  a  bar  to  the  said 


1 3 


194  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


party  of  the  first  part,  its  successors  and  assigns,  and  all  other  persons 
claiming  under  it  or  them  of  all  right,  interest  or  claim  in  and  to  the 
premises  aforesaid,  or  any  part  thereof,  and  <he  proceeds  of  such  sale, 
after  deducting  the  costs  and  expenses  thereof  and  the  expenses  of  this 
trust,  to  pay  pro  rata  among  the  holders  of  all  the  loans  under  this 
mortgage,  and  the  balance  or  residue  not  required  for  this  purpose 
shall  be  restored  and  paid  to  the  said  party  of  the  first  part  hereto; 
provided,  nevertheless,  that  nothing  herein  contained  shall  prevent  or 
preclude  the  said  parties  of  the  second  part  from  instituting  any  pro¬ 
ceeding  at  law  or  equity  on  this  mortgage  which  they  may  deem  neces¬ 
sary  or  expedient  for  the  benefit  of  the  holders  of  the  said  loan.  Pro¬ 
vided  also,  and  it  is  hereby  expressly  understood  and  agreed  to  by  all 
the  parties  hereto,  that  if  at  any  time  during  the  continuance  of  this 
mortgage  the  party  of  the  first  part  hereto  (with  the  concurrence  of  the 
parties  of  the  second  part,  their  successor  or  successors  in  the  trust) 
shall  deem  it  advantageous  to  the  interest  of  the  said  company  to  sell 
and  dispose  of  any  of  their  said  depots  and  grounds  belonging  thereto, 
or  any  other  of  their  real  estate  situate  as  aforesaid,  then  and  in  such 
case  it  shall  and  may  be  lawful  for  the  said  parties  of  the  second  part, 
their  successor  or  successors  in  the  trust,  to  execute  to  the  party  of  the 
first  part  and  to  the  purchaser  or  purchasers  thereof,  a  full  and  entire 
release  and  discharge  of  the  lien  of  this  mortgage  on  or  upon  the  same, 
that  the  said  party  of  the  first  part  shall  have  the  right  to  sell,  exchange, 
dispose  of  and  renew  any  of  their  engines,  cars,  machinery  and  other 
of  their  personal  property  whenever  from  time  to  time  it  shall  be  neces¬ 
sary  in  good  faith  to  do  so  for  the  interests  and  welfare  of  the  road  and 
the  profitable  and  discreet  management  of  the  same,  without  the  con¬ 
currence  of  the  said  trustee  or  his  successor  or  successors  in  the  trust, 
and  any  other  real  estate  situate  as  aforesaid  and  personal  estate  wher¬ 
ever  situate  which  shall  or  may  be  purchased,  and  all  improvements  that 
may  be  hereafter  made  by  the  said  the  Pittsburgh  and  Steubenville  Rail¬ 
road  Company  during  the  continuance  of  this  mortgage,  either  with  the 
avails  of  any  such  sale  or  sales  as  aforesaid,  or  with  any  part  of  said  loan 
or  otherwise,  such  estate,  real  and  personal,  and  all  improvements  so 
made  on  said  road  shall  be  deemed,  held  and  taken  to  be  a  part  of  the 
mortgaged  premises,  and  the  parties  of  the  second  part  hereto,  their 
successor  or  successors  in  the  trust,  shall  and  may  hold  the  same  as 
part  thereof  upon  the  same  trusts  and  with  the  same  powers  and  subject 
to  all  the  stipulations  and  agreements  and  conditions  hereinbefore  con¬ 
tained,  to  all  intents  and  purposes  as  if  the  same  were  now  herein  speci¬ 
fied  and  described,  and  for  this  purpose  the  party  of  the  first  part  hereby 
promises  and  agrees  and  covenants  to  and  with  the  said  parties  of  the 
second  part,  at  their  reasonable  request,  from  time  to  time,  and  as  often 
as  required,  to  make,  execute  and  deliver  valid  and  legal  deeds,  con¬ 
veyances  and  assignments  of  all  property,  real  and  personal,  that  may 
be  acquired  by  the  said  company  subsequent  to  the  date  of  this  mortgage. 

And  it  is  further  agreed  and  declared  that  in  case  the  said  parties  of 
the  second  part  shall  die  or  become  incapable  of  acting  during  the  con¬ 
tinuance  of  this  trust,  or  shall  wish  to  be  discharged  therefrom,  then 


CORPORATE  HISTORY. 


195 


and  in  such  case  it  shall  and  may  be  lawful  for  the  said  party  of  the  first 
part  hereto  to  nominate  and  appoint  a  person  or  persons  to  supply  the 
place  of  the  parties  of  the  second  part.  Provided  that  the  Supreme  Court 
of  Pennsylvania,  upon  petition  made  by  said  party  of  the  first  part,  shall 
confirm  such  appointment  according  to  the  laws  of  Pennsylvania,  and 
thereupon  such  conveyance  shall  be  executed,  if  necessary,  by  all  neces¬ 
sary  parties  as  will  vest  the  premises  in  the  person  or  persons  so  nomi¬ 
nated,  appointed  and  approved  as  aforesaid  as  his  or  their  successor  or 
successors  upon  the  same  trusts,  and  with  the  same  powers  and  subject 
to  all  the  stipulations  and  conditions  of  this  indenture,  or  such  as  shall 
for  the  time  being  be  in  force,  all  which  trusts,  powers,  stipulations  and 
conditions  it  is  hereby  agreed  and  declared  shall  extend  to  and  shall  be 
performed  and  exercised  by  such  newly  appointed  party  or  parties  as 
they  can  or  may,  or  could  or  might  be  by  the  parties  originally  named 
herein  as  parties  of  the  second  part.  And  the  like  nominations,  appoint¬ 
ments  and  approvals  shall  and  may  be  made  and  shall  and  may  be 
carried  into  effect  in  like  manner  and  as  often  as  from  time  to  time  there 
may  be  occasion  therefor,  and  with  the  same  effect  as  before  mentioned, 
until  this  indenture  of  mortgage  and  the  trusts  thereof  shall  be  fully 
satisfied,  performed  and  extinguished. 

And  it  is  finally  provided  and  agreed  that  when  the  said  bonds  or 
loans  hereby  secured  or  intended  so  to  be  shall  be  fully  paid  and  satis¬ 
fied  or  converted  into  stock  as  aforesaid,  and  the  object  and  purposes 
of  the  trust  hereby  created  have  been  accomplished  and  attained,  this 
indenture  shall  cease,  determine  and  become  absolutely  null  and  void. 

In  witness  whereof,  the  Pittsburgh  and  Steubenville  Railroad  Com¬ 
pany  have  hereunto  affixed  their  common  or  corporate  seal;  and  the 
president  of  the  said  company,  by  virtue  of  the  authority  for  that  purpose 
vested  in  him  has  hereunto  affixed  his  signature,  and  the  secretary  of 
said  company  has  attested  the  execution  of  this  mortgage,  the  day  and 
year  first  before  written.  This  being  the  original  mortgage  of  which  a 
duplicate  has  been  executed  of  even  tenor  and  date  herewith. 

[seal]  ISAAC  JONES, 

President  of  the  Pittsburgh  and  Steubenville  Railroad  Company. 
SIDNEY  F.  VON  BONNHORST, 

Secretary  of  the  Pittsburgh  and  Steubenville  Railroad  Company. 

Sealed  and  delivered  in  presence  of: 

We  accept  the  trusts  and  the  conditions  hereof  as  contained  in  the 
above  and  foregoing  indenture  of  mortgage. 

Witness  our  hands  and  seals  this  first  day  of  August,  in  the  year  one 
thousand  eight  hundred  and  fifty-six. 

DAN.  TYLER,  [seal] 

A.  W.  THOMPSON,  [seal] 

Witness  as  to  D.  Tyler:  * 

C.  R.  M.  SMITH. 

Witness  as  to  A.  W.  Thompson: 

JOHN  BISSELL. 


I96  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Sworn  to  and  subscribed  by  Sidney  F.  Von  Bonnhorst  and  acknowl¬ 
edged  by  Isaac  Jones  and  Daniel  Tyler  before  Thos.  Steele,  alderman, 
October  10,  1856;  and  by  Ambrose  W.  Thompson  before  John  Bissell, 
commissioner  for  Pennsylvania  in  New  York,  October  15,  1856. 

Recorded,  Allegheny  county,  Pa.,  October  21,  1856,  Mortgage  Book 
300,  page  364;  Washington  county,  Pa.,  October  23,  1856,  Mortgage  Book 
2,  page  123;  Brooke  county,  W.  Va.,  August  29,  1867,  Deed  Book  21, 
page  47;  Hancock  county,  W.  Va.,  August  31,  1867,  Deed  Book  B,  page 
92. 


THE  WESTERN  TRANSPORTATION  COMPANY.1 

An  Act  to  Incorporate  the  Western  Transportation  Company. 

Approved  March  15,  1856. 

Section  1.  That  Reuben  Miller,  junior,  John  Graham,  William  M. 
Lyon,  Thomas  Scott,  Thomas  M.  Howe,  James  Laughlin,  Elijah  Heath, 
George  P.  Smith,  Charles  H.  Paulson,  or  any  three  of  them,  be  and  they 
are  hereby  appointed  commissioners  to  receive  subscriptions  to,  and 
organize  a  company,  under  the  name,  style  and  title  of  the  Western 
Transportation  Company,  with  power  to  lease,  finish,  equip  and  operate 
the  Pittsburgh  and  Steubenville  Railroad,  for  such  term  of  years,  and 
upon  such  conditions,  as  may  be  agreed  upon  with  said  railroad  com¬ 
pany,  who,  for  that  purpose,  and  with  the  consent  of  a  majority  of  their 
stockholders,  given  at  a  meeting  called  therefor,  are  hereby  authorized 
to  let  and  demise  their  said  road  as  aforesaid,  and  to  execute  all  neces¬ 
sary  leases  and  agreements. 

Sec.  2.  That  the  capital  stock  of  said  company  shall  consist  of  three 
hundred  shares,  of  one  thousand  dollars  each,  which  may  be  increased 
from  time  to  time,  as  the  company  may  determine,  to  six  hundred  shares 
of  like  amount;  and  the  stockholders  in  said  company  shall  elect  annually, 
on  the  first  Monday  of  January,  five  directors,  to  manage  the  affairs  of 
said  company  for  the  ensuing  year. 

Sec.  3.  That  said  company  shall  be  entitled  to  all  the  privileges,  and 
subject  to  all  the  provisions,  of  the  act  entitled  “  An  act  regulating 
railroad  companies,”  approved  the  nineteenth  day  of  February,  Anno 
Domini  one  thousand  eight  hundred  and  forty-nine,  so  far  as  they  are 
not  supplied  by  this  act. 

Pennsylvania  Laws,  1857  [Appendix],  p.  761. 


A  Supplement  to  an  Act  to  Incorporate  the  Western  Transpor¬ 
tation  Company,  approved  March  Fifteenth,  Anno  Domini  One 
Thousand  Eight  Hundred  and  Fifty-six. 

Approved  April  21,  1858. 

Section  1.  That  all  the  powers,  rights  and  privileges  conferred  on  the 
Western  Transportation  Company  by  the  act  to  which  this  is  a  supple- 


1  See  page  15. 


CORPORATE  HISTORY. 


197 


ment,  passed  March  fifteenth,  Anno  Domini  one  thousand  eight  hundred 
and  fifty-six,  be  and  they  are  hereby  extended,  in  regard  to  said  com¬ 
pany,  to  all  railroads,  whether  within  or  without  the  boundaries  of  the 
state  of  Pennsylvania,  connected  with  the  Pittsburgh  and  Steubenville 
Railroad,  either  directly  or  by  means  of  other  railroads,  so  that  an  un¬ 
limited  continuous  line  of  through  traffic  and  management,  to  all  points 
west  and  south  of  Pittsburgh,  may  be  secured  by  the  Western  Transpor¬ 
tation  Company  on  all  roads  connecting  mediately  or  immediately  with 
the  said  Pittsburgh  and  Steubenville  Railroad,  in  as  full  a  manner  as  is 
provided  by  the  act  aforesaid,  in  regard  to  the  said  Pittsburgh  and 
Steubenville  Railroad. 

Pennsylvania  Laws,  1858,  p.  486. 


A  Supplement  to  an  Act  to  Incorporate  the  Western  Transpor¬ 
tation  Company,  approved  March  Fifteenth,  Anno  Domini  One 
Thousand  Eight  Hundred  and  Fifty-six. 

Approved  April  2,  1859. 

Section  1.  That  the  Western  Transportation  Company  be  and  they  are 
hereby  authorized  to  increase  the  capital  stock  of  the  said  company  to 
twelve  hundred  shares,  or  any  other  number  of  shares  not  exceeding 
twelve  hundred  shares. 

Sec.  2.  That  the  said  Western  Transportation  Company  is  hereby 
authorized  to  borrow  money,  and  issue  the  bonds  of  said  company 
therefor,  bearing  seven  per  centum  interest:  Provided,  that  the  amount 
of  money  so  borrowed  shall  not  at  any  time  exceed  the  amount  of  the 
capital  stock  paid  in,  and  to  make  provision  for  the  payment  of  the 
principal  and  interest  of  the  money  so  borrowed:  And  provided  further, 
that  no  bond  shall  be  issued  for  a  less  sum  than  one  hundred  dollars. 

Pennsylvania  Laws,  1859,  p.  345. 


A  Supplement  to  an  Act  to  Incorporate  the  Western  Transpor¬ 
tation  Company,  approved  March  Fifteenth,  Anno  Domini  One 
Thousand  Eight  Hundred  and  Fifty-six. 

Approved  May  1,  1861. 

Section  1.  That  the  Western  Transportation  Company  be  and  is  here¬ 
by  authorized  to  borrow  money  and  issue  its  bonds  therefor,  bearing  any 
rate  of  interest  not  exceeding  seven  per  centum  per  annum,  to  make  pro¬ 
vision  for  the  payment  of  the  principal  and  interest  of  said  bonds,  by 
pledge  or  mortgage  of  its  property,  leases,  franchises  or  other  lawful 
manner;  and  the  sale  of  said  bonds  for  less  than  their  par  value  shall  not 
be  deemed  a  violation  of  the  usury  laws  of  this  state. 

Sec.  2.  That  the  total  amount  of  said  bonds  shall  not  exceed  eighteen 
hundred  thousand  dollars,  nor  shall  the  amount  of  said  bonds,  issued  at 
any  time,  exceed  the  amount  of  the  capital  stock  of  said  company  paid 
in,  unless  for  the  payment  of  their  principal  and  interest;  said  bonds,  or 
any  excess  thereof  beyond  the  amount  of  the  paid  in  capital  stock,  shall 


I98  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

have  pledged  as  security  not  less  than  an  equal  amount  of  the  first 
mortgage  bonds  of  one  or  other  of  the  railroad  companies  whose  prop¬ 
erty  the  said  Western  Transportation  Company  is  by  law  empowered  to 
lease. 

Sec.  3.  That  no  bond  herein  authorized  to  be  issued,  shall  be  for  a 
less  amount  than  one  hundred  dollars;  and  all  former  supplements  to  the 
charter  of  said  company,  giving  it  power  to  borrow  money,  are  hereby 
repealed. 

Pennsylvania  Laws,  1861,  p.  719. 


An  Act  Authorizing  the  Western  Transportation  Company  to 
Purchase  the  Stock  and  Lands  of  any  Railroad  Company,  and 
to  Lease  Railroads. 

Approved  June  21,  1865. 

Section  1.  That  the  rights  and  privileges  conferred  upon  railroad 
companies,  by  the  act  approved  the  twenty-third  day  of  April,  Anno 
Domini  one  thousand  eight  hundred  and  sixty-one,  entitled  An  act 
relating  to  certain  corporations,”  be  and  the  same  are  hereby  extended 
to,  and  may  be  enjoyed  by,  the  Western  Transportation  Company,  and 
the  said  company  may  enjoy  the  said  rights  and  privileges,  with  respect 
to  all  railroad  companies  and  railroads  now  incorporated,  or  which  may 
hereafter  be  incorporated,  within  the  state  of  Pennsylvania;  and  that  the 
rights  so  extended,  and  hereby  granted,  shall  also  apply  to  such  roads 
as  are  mentioned  and  referred  to  in  a  supplement  to  the  act  incorporating 
the  said  Western  Transportation  Company,  approved  the  twenty-first  day 
of  April,  Anno  Domini  one  thousand  eight  hundred  and  fifty-eight: 
Provided,  that  the  said  the  Western  Transportation  Company  shall  only 
have  authority,  by  virtue  hereof,  to  lease  railroads  that  are  directly,  or 
by  means  of  other  railroads,  connected  with  any  railroad  leased,  or  which 
may  hereafter  be  leased,  by  them. 

Pennsylvania  Laws,  1865,  p.  852. 


An  Act  to  enable  the  Western  Transportation  Company  to  Mort¬ 
gage  the  Whole  or  any  Part  of  their  Property,  Real  and 

Personal,  Corporate  Rights  and  Franchises,  acquired  or  to  be 
acquired. 

Approved  April  17,  1866. 

Section  1.  Be  it  enacted  by  the  Senate  and  House  of  Representatives 
of  the  commonwealth  of  Pennsylvania  in  General  Assembly  met,  and  it 
is  hereby  enacted  by  the  authority  of  the  same,  That  it  shall  be  lawful 
for  the  Western  Transportation  Company  to  execute  one  mortgage  upon 
the  whole  or  any  part  of  their  property,  real  and  personal,  corporate 
rights  and  franchises,  acquired  or  to  be  acquired,  to  secure  the  payment 
of  any  present  or  future  indebtedness  of  said  company. 

Laws  of  Pennsylvania,  1866,  page  1009. 


CORPORATE  HISTORY. 


199 


FIRST  MORTGAGE. 

Western  Transportation  Company  to  W.  J.  Howard,  Trustee. 

Dated  November  1,  1867. 

Securing  $1,200,000  bonds  of  $20,000  each,  dated  November  1,  1867, 
payable  November  1,  1877,  bearing  6  per  cent,  interest. 

This  indenture,  made  the  first  day  of  November,  Anno  Domini  one 
thousand  eight  hundred  and  sixty-seven,  between  the  Western  Transpor¬ 
tation  Company,  of  the  first  part,  and  William  J.  Howard,  of  the  city 
of  Philadelphia,  of  the  second  part: 

Whereas,  At  a  meeting  of  the  board  of  directors  of  the  party  of  the 
first  part,  held  at  Philadelphia  on  the  twenty-fifth  day  of  October,  A.  D. 
1867,  it  was  resolved,  that  in  pursuance  of  all  lawful  authority  them  in 
that  behalf  enabling,  the  party  of  the  first  part  should  forthwith  make 
and  execute  their  bonds  for  the  sum  of  one  million  two  hundred  thou¬ 
sand  dollars,  that  is  to  say,  sixty  bonds  of  twenty  thousand  dollars  each, 
to  be  numbered  consecutively  from  number  one  to  number  sixty  inclusive, 
and  to  be  in  form,  tenor  and  effect  as  follows: 

No. -  State  of  Pennsylvania.  $20,000.00. 

Bond  secured  by  first  mortgage. 

The  Western  Transportation  Company. 

The  Western  Transportation  Company  acknowledge  themselves  indebted 
to  Joseph  Lesley  or  bearer  in  the  sum  of  twenty  thousand  dollars  lawful 
money  of  the  United  States  of  America,  which  sum  they  promise 
to  pay  in  Philadelphia  to  the  said  Joseph  Lesley  or  bearer,  on  the  first 
day  of  November,  A.  D.  1877,  with  interest  at  the  rate  of  six  per  centum 
per  annum,  payable  semi-annually,  on  the  first  day  of  the  months  of 
May  and  November  in  each  year,  on  presentation  of  this  bond.  The 
principal  and  interest  of  this  bond  are  payable  without  deduction  for  any 
tax  or  taxes  now  or  that  may  be  hereafter  imposed  thereon  by  the  laws 
of  the  United  States  or  of  the  state  of  Pennsylvania  for  United  States 
or  state  purposes,  and  which  the  said  company  is  or  may  be  required  by 
said  laws  to  retain  therefrom;  the  said  company  hereby  agreeing  to  pay 
the  same: 

The  holder  of  this  bond  is  entitled  to  the  security  to  be  derived  from 
a  mortgage  dated  on  the  first  day  of  November,  A.  D.  1867  (duly  re¬ 
corded),  of  all  the  estate,  real  and  personal,  of  the  company  therein 
mentioned  and  the  franchises  thereof,  duly  authorized  and  executed  and 
delivered  by  said  company  to  William  J.  Howard  in  trust  to  secure  the 
full  and  final  payment  of  such  bonds  of  the  company  as  should  be  issued, 
for  any  sum  not  exceeding  in  the  whole,  the  sum  of  one  million  two 
hundred  thousand  dollars,  lawful  money  of  the  United  States,  as  will 
thereby  appear: 

In*  witness  whereof,  the  said  company  have  caused  these  presents  to 
be  sealed  with  their  corporate  seal,  duly  attested  by  their  secretary,  and 
to  be  signed  by  their  president,  this  first  day  of  November,  A.  D.  1867. 

- ,  President. 


Attest: 


•,  Secretary. 


200  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY..  CO. 


And  it  was  then  further  resolved.  That  the  president  of  the  said  party  of 
the  first  part  be  authorized  to  issue  said  bonds  and  to  sell  and  dispose  of 
the  same  at  such  prices  and  in  such  manner  as  he  might  deem  best,  and 
apply  the  same  or  the  proceeds  thereof  to  the  payment  or  security  or 
either,  of  the  present  or  future  indebtedness  of  the  said  party  of  the 
first  part. 

And  it  was  then  further  resolved,  That  to  secure  the  payment  of  the 
said  bonds,  the  party  of  the  first  part  should  make,  execute  and  deliver 
to  William  J.  Howard,  of  Philadelphia,  as  mortgagee,  in  trust,  a  mortgage 
of  the  whole  of  the  property,  real  and  personal,  and  of  all  the  appur¬ 
tenances  thereof,  corporate  rights  and  franchises,  acquired  and  to  be 
acquired,  by  the  said  party  of  the  first  part,  and  of  all  the  tolls,  income 
and  profits  thereof,  together  with  the  lease  held  by  said  party  of  the 
first  part  of  the  Pittsburgh  and  Steubenville  Railroad,  from  its  point  of 
connection  with  the  extension  of  the  Pennsylvania  Railroad  at  or  near 
the  Washington  turnpike  in  South  Pittsburgh  to  the  point  of  connection 
with  the  Hollidays  Cove  Railroad  opposite  Steubenville  at  or  near  the 
bridge  over  the  Ohio  river;  which  mortgage  should  be  so  made  in  trust 
for  the  benefit  and  security  of  the  holders  of  said  bonds  so  authorized  to 
be  made  and  issued,  and  to  contain  all  such  covenants,  agreements  and 
provisions  as  counsel  learned  in  the  law  might  deem  expedient  and 
proper. 

And  it  was  then  further  resolved,  That  the  president  of  the  said  party 
of  the  first  part  should  be  and  he  was  thereby  authorized  to  affix  the 
corporate  seal  of  the  party  of  the  first  part  to  each  of  said  bonds,  and  to 
sign  the  same  as  such  president;  and  that  the  secretary  of  the  party  of 
the  first  part  should  be  and  he  was  thereby  authorized  to  attest  such 
execution;  and  the  president  of  the  said  party  of  the  first  part  should  be 
and  he  was  thereby  authorized  for  and  on  behalf  of  the  party  of  the 
first  part  and  as  their  act  and  deed  to  affix  the  corporate  seal  of  the 
party  of  the  first  part,  to  said  mortgage  (to  be  duly  attested  by  the 
secretary)  and  duly  to  acknowledge  and  record  the  same,  as  by  reference 
to  the  minutes  of  said  meeting  will  fully  appear. 

And  the  said  party  of  the  first  part,  in  pursuance  of  the  resolution  of 
the  board  of  directors  aforesaid  and  of  all  and  every  other  legal  power 
and  authority  in  them  vested,  propose  to  make  and  duly  execute  under 
their  corporate  seal,  sixty  bonds  or  obligations  for  twenty  thousand 
dollars  each,  to  be  numbered  consecutively,  beginning  with  number  one 
and  ending  with  number  sixty,  each  of  which  bonds  to  be  in  the  form 
and  of  the  effect  hereinbefore  set  forth. 

Now  this  indenture  witnesseth,  That  the  said  party  of  the  first  part,  as 
well  in  consideration  of  the  premises  and  for  the  better  securing  pay¬ 
ment  of  the  said  bonds  with  interest,  which  will  accrue  thereon,  as  of 
the  sum  of  one  dollar  lawful  money  of  the  United  States  unto  them  well 
and  truly  paid  by  the  said  William  J.  Howard,  at  the  time  of  the  execu¬ 
tion  hereof,  the  receipt  whereof  is  hereby  acknowledged,  have  granted, 
bargained,  sold,  aliened,  enfeoffed,  released  and  confirmed,  assigned, 
transferred  and  set  over,  and  by  these  presents,  in  pursuance  and  in 
execution  of  the  power  and  authority  in  them  vested  by  the  said  recited 


CORPORATE  HISTORY. 


201 


resolution  and  of  all  and  every  power  and  authority  in  them  in  any 
wise  vested  and  in  this  behalf  enabling,  do  grant,  bargain,  sell,  alien, 
enfeoff,  release  and  confirm,  assign,  transfer  and  set  over  unto  the  said 
William  J.  Howard,  his  heirs,  executors,  administrators  and  assigns,  the 
whole  of  the  property,  real  and  personal,  of  them,  the  said  party  of  the 
first  part,  including  the  lease  held  by  said  party  of  the  first  part,  of  the 
Pittsburgh  and  Steubenville  Railroad  from  its  point  of  connection  with  the 
extension  of  the  Pennsylvania  Railroad,  at  or  near  the  Washington  turn¬ 
pike,  in  South  Pittsburgh,  to  its  point  of  connection  with  the  Holliday’s 
Cove  Railroad,  in  the  state  of  West  Virginia,  opposite  Steubenville,  at  or 
near  the  easterly  end  of  the  bridge  over  the  Ohio  river,  and  all  the  land, 
railways,  rails,  bridges,  wharves,  fences,  rights  of  way,  workshops,  stations, 
depots,  depot  grounds  and  other  superstructure,  buildings  and  improve¬ 
ments  whatsoever  of  the  said  party  of  the  first  part  now  owned  and  held  or 
hereafter  to  be  acquired,  and  all  and  singular  the  corporate  privileges 
and  franchises  connected  with  or  relating  thereto,  and  all  the  tolls,  issue 
and  profit  to  accrue  from  the  same  or  any  part  thereof;  and  also  all  the 
locomotives  or  stationary  engines,  tenders,  cars  of  every  kind,  machinery, 
tools,  implements  and  materials  connected  with  the  proper  equipment 
and  conducting  of  the  business  of  said  party  of  the  first  part  and  of  the 
railroad  of  the  Pittsburgh  and  Steubenville  Railroad  Company,  so  as 
aforesaid  leased  by  the  party  of  the  first  part,  and  now  owned  or  here¬ 
after  to  be  acquired  by  the  party  of  the  first  part;  and  generally  all  the 
personal  property  and  rolling  stock  of  every  kind  and  description  now 
belonging  to  said  party  of  the  first  part,  or  which  may  hereafter  be 
acquired  by  them;  together  with  all  the  corporate  rights  and  franchises 
of  the  party  of  the  first  part,  and  all  the  streets,  ways,  alleys,  passages, 
waters,  water  courses,  easements,  rights,  liberties,  privileges,  hereditaments 
and  appurtenances  whatsoever  unto  any  of  the  hereby  granted  and 
mentioned  premises  and  estate,  belonging  or  appertaining  or  to  belong  and 
appertain,  and  the  reversions  and  remainders,  rents,  issues  and  profits 
thereof,  and  all  the  estate,  right,  title,  interest,  property,  claim  and  de¬ 
mand  of  every  nature  and  kind  whatsoever  of  the  party  of  the  first  part, 
as  well  at  law  as  in  equity  of,  in  and  to  the  same  and  every  part  and 
parcel  thereof.  To  have  and  to  hold  the  same  with  the  appurtenances 
unto  the  party  of  the  second  part  hereto,  and  to  his  heirs,  executors, 
administrators  and  assigns,  to  and  for  his  and  their  only  proper  use  and 
behoof. 

But  in  trust,  nevertheless,  for  the  use,  benefit  and  security,  as  herein¬ 
after  mentioned,  of  the  several  persons,  their  respective  successors,  exe¬ 
cutors,  administrators  and  assigns  who  shall  be  or  become  the  holders  of 
the  said  bonds  about  to  be  issued  and  intended  to  be  hereby  secured,  or 
any  of  them,  according  to  law  and  without  priority  to  any  holder  of  such 
bond  or  bonds  subject,  until  default  shall  have  occurred,  as  hereinafter 
mentioned,  to  permit  and  suffer  the  party  of  the  first  part  and  their  suc¬ 
cessors  and  assigns,  and  their  president,  directors,  officers  and  agents 
to  retain  the  free  and  uncontrolled  use,  possession  and  management  of 
the  estate  and  property  hereby  granted  and  hereinbefore  mentioned  and 
referred  to,  and  intended  to  be  now  or  hereafter  conveyed  and  mort- 


202  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


gaged  and  to  use,  occupy,  manage  and  control  the  same  for  the  purposes 
of  the  business  of  the  party  of  the  first  part. 

And  it  is  hereby  expressly  covenanted,  agreed  and  understood  by  and 
between  the  parties  hereto  (the  said  party  of  the  first  part  covenanting  as 
well  for  themselves  as  their  successors  and  assigns),  and  the  said  party 
of  the  second  part  covenanting  for  himself,  and  his  heirs,  executors  and 
administrators  in  manner  following,  viz.: 

First.  That  they,  the  party  of  the  first  part,  will  punctually  pay  to  the 
holders  of  the  bonds  aforesaid,  intended  to  be  hereby  secured,  or  any 
that  may  be  issued  and  accepted  in  lieu,  renewal  or  substitution  of  the 
same  respectively,  the  interest  thereon  semi-annually,  as  the  same  shall 
become  due  and  payable,  according  to  the  terms  in  said  bonds  con¬ 
tained  and  on  the  days  therein  respectively  mentioned  for  the  payment 
of  the  same,  and  shall  and  will  also  on  the  days  and  times  mentioned 
in  said  bonds  respectively,  or  whenever  the  said  principal  sums  of  said 
bonds  shall,  according  to  the  provisions  hereof,  become  due  and  pay¬ 
able,  fully  and  entirely  pay  off  and  satisfy  as  aforesaid  the  whole  of  the 
said  bonds,  principal  and  interest,  without  further  delay,  and  without 
deduction  from  either  said  principal  or  interest  for  any  tax  or  taxes  im¬ 
posed  thereon  by  the  laws  of  the  United  States  or  of  the  state  of  Penn¬ 

sylvania,  for  United  States  or  state  purposes,  which  the  said  party  of  the 
first  part  is,  or  may  be  required  by  said  laws  to  retain  therefrom,  the 

said  party  of  the  first  part  hereby  agreeing  to  pay  the  same. 

Second.  That  if  the  party  of  the  first  part  hereto,  their  successors  or 
assigns,  shall  at  any  time  hereafter,  after  demand  made,  make  default  or 
refuse,  neglect  or  omit  for  any  period  exceeding  thirty  days,  to  pay  the 
semi-annual  interest  on  the  bonds  intended  to  be  hereby  secured,  or  any 
of  them,  or  shall,  after  demand  made,  make  default  or  refuse,  neglect  or 
omit  for  any  period  exceeding  thirty  days  to  pay  the  principal  sum  of 
each  and  all  of  the  said  bonds,  intended  to  be  hereby  secured,  or  any  of 
them,  when  and  as  the  same  become  due  and  payable;  then  and  in  either 
such  case  the  said  trustee  for  the  time  being,  shall  and  will,  upon  the 
written  request  of  holders  of  one-fourth  in  amount  of  the  said  bonds  then 
outstanding,  enter  upon  and  take  possession  of  the  estates,  real  and  per¬ 
sonal,  and  premises  hereby  mortgaged  or  agreed,  or  intended  so  to  be, 
and  shall  and  will  thereupon  operate,  use,  manage  and  control  the  said 
estates,  real  and  personal,  and  premises,  possession  of  which  may  be  so 
taken,  to  the  best  advantage,  and  appropriate  the  net  income  and  pro¬ 
ceeds  derived  therefrom  (after  deducting  the  expenses  of  this  trust,  and 
such  sum  or  sums  as  may  be  sufficient  to  indemnify  the  trustee  for  the 
time  being,  against  any  liability,  loss  or  damage  for,  or  on  account  of 
any  matter  or  thing  done  by  him  in  good  faith,  in  pursuance  of  his  duty 
as  trustee)  to  the  payment  in  full,  without  giving  preference,  priority  or 
distinction  to  one  bond  over  another,  firstly,  of  the  interest  due  on  and 
secondly,  of  the  principal  of,  all  of  the  aforesaid  bonds  then  outstanding, 
and  intended  to  be  hereby  secured,  in  full,  if  the  said  income  and  pro¬ 
ceeds  be  sufficient,  but  if  not,  then  pro  rata;  or  the  said  trustee  shall  and 
will  after,  or  without  entering  upon  or  taking  such  possession,  upon  the 
written  request  of  holders  of  a  like  amount  of  said  bonds  then  outstand- 


CORPORATE  HISTORY. 


203 


ing,  proceed  to  sell  the  estates,  real  and  personal,  corporate  rights  and 
franchises,  and  premises  hereby  mortgaged,  or  agreed  or  intended  so  to 
be,  to  the  highest  and  best  bidder,  at  public  sale,  in  the  city  of  Phila¬ 
delphia  (first  giving  at  least  one  month’s  notice  of  such  intended  sale  by 
publication,  to  be  made  twice  in  each  week  in  at  least  one  daily  news¬ 
paper  published  in  each  of  the  cities  of  Philadelphia  and  Pittsburgh)  and 
grant  and  convey  the  same  to  the  purchaser  or  purchasers,  freed  from 
all  and  every  the  trusts  hereby  created,  and  without  liability  to  see  to 
the  application  of  the  purchase  money;  and  shall  and  will  appropriate 
the  purchase  money,  after  deductions  made  for  expenses  of  the  trust 
and  indemnity  to  the  trustee  as  aforesaid  to  the  payment  as  aforesaid, 
firstly,  of  the  interest  due  on,  and  secondly,  of  the  principal  of,  the  said 
outstanding  bonds,  in  full,  if  said  purchase  money  be  sufficient,  but  if 
not,  then  pro  rata;  and  in  the  event  of  there  being  in  the  hands  of  the 
said  trustee  any  portion  of  the  trust  estate,  or  the  proceeds  thereof,  after 
the  payment  in  full  of  the  principal  and  interest  of  the  aforesaid  bonds, 
then  the  said  trustee  shall  reconvey,  retransfer  or  pay  over  the  same,  to 
the  party  of  the  first  part,  their  successors  or  assigns,  for  their  sole  use 
and  benefit.  It  being  distinctly  understood  and  agreed,  that  in  the  event 
of  any  such  entry  upon  or  taking  possession  of  the  estates,  real  and 
personal,  and  premises  hereby  mortgaged,  or  agreed  or  intended  so  to 
be,  or  in  the  event  of  any  sale  thereof  by  the  said  trustee  for  the  time 
being,  as  hereinbefore  mentioned,  then,  and  in  either  such  case,  the 
whole  principal  sum  of  each  and  all  of  the  said  bonds  then  outstanding 
and  intended  to  be  hereby  secured,  shall  forthwith  become  due  and 
payable. 

Third.  That  the  party  of  the  first  part  shall  and  will,  from  time  to 
time  hereafter,  upon  the  demand  of  said  trustee  for  the  time  being,  grant, 
convey,  confirm,  assign,  transfer  and  set  over  unto  the  said  trustee  for 
the  time  being,  all  real  estate  which  may  be  hereafter  acquired,  and  all 
personal  estate,  corporate  rights  and  franchises,  which  they,  the  party 
of  the  first  part,  shall  hereafter  in  any  way  or  manner  acquire,  as  appur¬ 
tenant  to,  or  in  or  for  use  upon,  or  for  the  business  of  the  said  party 
of  the  first  part,  and  shall  and  will  also  make,  do,  seal,  execute,  deliver 
and  acknowledge,  or  cause  to  be  made,  done,  sealed,  executed,  delivered 
and  acknowledged,  all  and  every  such  further  acts,  matters,  things,  deeds, 
conveyances  and  assurances  in  the  law,  for  the  better  assuring,  conveying 
and  confirming  unto  the  said  trustee,  for  the  time  being,  all  and  singular 
the  hereditaments  and  premises,  estates  and  property  hereby  conveyed  or 
intended  so  to  be,  or  which  are  hereby  covenanted  and  agreed  to  be 
hereafter  conveyed  to  the  said  trustee  for  the  time  being,  as  by  such 
trustee  may,  or  his  counsel,  learned  in  the  law,  shall  be  desired  or  required 
for  the  better  effectuating  and  carrying  out  the  provisions,  objects  and 
purposes  of  this  mortgage,  and  securing  the  payment  of  the  principal  and 
interest  of  the  bonds  intended  to  be  hereby  secured;  all  which  estates 
shall  be  held  by  the  said  trustee  for  the  time  being,  in,  under  and  upon 
the  several  and  respective  trusts,  and  for  the  uses  and  purposes,  and 
subject  to  the  powers  and  authorities  herein  mentioned,  declared,  given 
and  expressed. 


204  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Fourth.  That  it  shall  and  may  be  lawful  for  the  said  party  of  the  first 
part,  their  successors  or  assigns,  by  and  with  the  consent  and  approval, 
in  writing,  of  the  said  trustee,  to  exchange  for  other  property,  or  to  sell 
any  part  of  the  hereby  mortgaged  estates  and  premises,  free  and  clear  from 
the  lien  or  incumbrance  of  these  presents,  and  to  convey  the  same,  with¬ 
out  liability  on  the  part  of  the  grantee  for  the  disposition  made  of  the 
price  paid,  or  property  received  in  exchange:  Provided,  however,  that 
the  proceeds  of  any  sale  so  made  shall,  at  the  option  of  said  party  of 
the  first  part,  be  invested  by  them,  either  in  the  improvement  of  any 
remaining  part  of  the  mortgaged  premises,  or  in  the  purchase,  by  said 
party  of  the  first  part,  of  other  property,  real  or  personal,  which  prop¬ 
erty  so  purchased,  as  also  any  that  may  be  acquired  in  exchange  as 
aforesaid,  by  the  party  of  the  first  part,  shall  be  subject  to  all  the  trusts 
hereby  declared  (including  that  of  sale  or  exchange)  of  the  property  in 
this  indenture  described,  and  shall  be  conveyed  in  mortgage,  by  the 
party  of  the  first  part,  to  the  said  trustee,  for  the  time  being,  to  be  so 
held;  or  in  the  purchase  of  bonds  hereby  secured,  which  bonds  so  pur¬ 
chased  shall  be  forthwith  cancelled  and  delivered  to  the  parties  of  the 
second  part. 

Fifth.  That  in  the  event  of  the  death,  resignation,  neglect,  refusal  or 
incapacity  to  act,  of  the  trustee  herein  named,  or  any  successor  or  suc¬ 
cessors  in  the  trust,  then  the  party  of  the  first  part  hereto  shall  have 
full  power  and  authority  to  nominate  and  appoint  new  trustee  or  trustees, 
for  the  purpose  of  filling  the  vacancy  so  caused,  and  supplying  the  place 
of  such  trustee  or  trustees,  so  dying,  resigning,  neglecting,  refusing  or 
becoming  incapable  to  act;  and  the  said  trustees  or  trustee  so  nominated 
and  appointed  shall  take  upon  themselves  or  himself  the  said  trusts,  and 
have  the  same  powers  and  be  subject  to  all  the  stipulations  and  condi¬ 
tions  of  this  indenture;  and  which  trusts,  powers,  stipulations  and  con¬ 
ditions  it  is  hereby  agreed  and  declared  shall  extend  to  and  be  performed 
and  executed  by  such  newly  appointed  trustees  or  trustee  as  they  can 
or  may  or  could  or  might  be  by  the  party  named  herein  as  party  of 
the  second  part:  and  the  like  nomination  and  appointment  shall  and  may 
be  made  and  carried  into  effect  in  like  manner,  and  as  often,  from  time 
to  time,  as  there  may  be  occasion  therefor,  and  with  the  same  effect  as 
before  mentioned. 

Sixth.  And  it  is  hereby  further  covenanted  and  agreed  as  aforesaid, 
and  this  trust  is  accepted  upon  the  express  condition,  that  said  trustee 
shall  not,  nor  shall  any  future  trustees  or  trustee,  incur  any  liability  or 
responsibility  whatever  in  consequence  of  permitting  or  suffering  said 
party  of  the  first  part  to  retain  or  be  in  possession  of  the  estates  and 
premises  hereby  mortgaged,  or  agreed  or  intended  so  to  be,  or  any  part 
thereof,  and  to  use  and  enjoy  the  same;  nor  shall  said  trustee  or  any 
future  trustees  or  trustee,  be  or  become  responsible  or  liable  for  any 
destruction,  deterioration,  determination,  loss,  injury  or  damage  which 
may  be  done  or  occur  to  the  estates  hereby  mortgaged  or  agreed  or 
intended  so  to  be,  either  by  said  party  of  the  first  part,  or  their  agents  or 
servants,  or  by  any  other  person  or  persons  whomsoever;  nor  shall  any 
such  trustees  or  trustee,  present  or  future,  be  in  any  way  responsible  for 


CORPORATE  HISTORY. 


205 


the  consequences  of  any  breach  on  the  part  of  the  party  of  the  first  part, 
of  any  of  the  covenants  herein  contained,  nor  of  any  act  of  said  party 
of  the  first  part,  their  agents  or  servants:  nor  shall  the  said  trustees  or 
trustee,  present  or  future,  be  or  become  liable  or  responsible  for  any 
cause,  matter  or  thing,  except  their  or  his  own  wilful  and  intentional 
breaches  of  the  trust  herein  expressed  and  contained. 

Provided  always,  nevertheless,  That  if  the  party  of  the  first  part,  their 
successors  or  assigns,  shall  and  do  well  and  truly  pay,  or  cause  to  be 
paid,  unto  the  person  or  persons,  bodies  politic  or  corporate,  who  shall 
become  holders  of  the  bonds  intended  to  be  secured  hereby,  the  several 
and  respective  sums  expressed  therein,  on  the  day  and  time  hereinbe¬ 
fore  mentioned  for  payment  thereof,  together  with  lawful  interest  for  the 
same,  according  to  the  provisions  of  the  said  recited  obligations  or  bonds, 
or  in  accordance  with  the  provisions  hereof,  without  any  fraud  or  further 
delay,  then  and  from  thenceforth,  as  well  this  present  indenture,  and 
the  estates  and  property  hereby  granted  and  conveyed,  or  hereby  agreed 
so  to  be,  as  the  said  recited  obligations,  shall  become  void  and  of  no 
effect,  anything  hereinbefore  contained  to  the  contrary  thereof  notwith¬ 
standing,  and  satisfaction  shall  be  forthwith  duly  entered  by  the  said 
trustee  or  trustees  for  the  time  being,  upon  the  record  of  this  indenture 
of  mortgage. 

In  witness  whereof,  The  said  the  Western  Transportation  Company, 
has  hereunto  affixed  its  common  or  corporate  seal,  and  the  president  of 
said  company,  by  virtue  of  the  authority  vested  in  him,  has  hereunto 
affixed  his  signature,  and  the  secretary  of  said  company  has  duly  attested 
the  execution  hereof,  this  the  day  and  year  first  aforesaid. 

THOS.  L.  JEWETT,  President. 

Attest: 

[seal]  ALEX.  J.  McDOWELL,  Secretary. 

Sealed  and  delivered  in  presence  of  us: 

JOHN  McCLAREN, 

ANDREW  HUMBERT. 

Each  bond  hereby  secured  chargeable  as  issued  with  a  twenty  dollar 
United  States  stamp,  no  other  stamp  duty  required. 

FRED.  E.  VOLZ,  Collector,  22  Dist.  Penna. 

I  do  hereby  accept  the  foregoing  trust. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal,  this  first 
day  of  November,  Anno  Domini  one  thousand  eight  hundred  and  sixty- 

Seven'  WILLIAM  J.  HOWARD.  [seal] 

Witnesses  present: 

ALBERT  HEWSON, 

HENRY  C.  SPACEMAN. 

Sworn  to  and  subscribed  by  Thos.  L.  Jewett  and  Alex.  J.  McDowell 
before  Andrew  Humbert,  alderman,  city  of  Pittsburgh,  November  1, 
1867,  and  before  John  McClaren,  commissioner  for  state  of  West  Vir¬ 
ginia  in  Pittsburgh,  Pa.,  November  1,  1867. 


206  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Recorded,  Allegheny  county,  Pa.,  Mortgage  Book  79,  page  34,  Novem¬ 
ber  1,  1867;  Brooke  county,  W.  Va.,  November  21,  1867,  Book  21,  page 
88;  Hancock  county,  W.  Va.,  December  3,  1867,  Deed  Book  “  B,”  page 
139;  Washington  county,  Pa.,  December  27,  1867,  Mortgage  Book  3, 
page  350. 

SATISFACTION  OF  MORTGAGE. 

A  release  of  this  mortgage  was  executed  by  W.  J.  Howard,  trustee, 
April  18,  1878,  and  acknowledged  before  John  C.  Sims,  Jr.,  notary  public, 
Philadelphia  county,  Pa.,  April  18,  1878.  Release  recorded,  Allegheny 
county,  Pa.,  August  10,  1897;  Washington  county,  Pa.,  August  12,  1897; 
Hancock  county,  W.  Va.,  August  16,  1897;  Brooke  county,  W.  Va.. 
August  18,  1897. 


PAN  HANDLE  RAILWAY  COMPANY.1 

Certificate  of  Incorporation. 

Dated  January  14,  1868.  Filed  January  15,  1868. 

This  is  to  certify  that  Thomas  McElrath,  mortgagee  in  trust  in  an 
indenture  of  mortgage,  executed  and  delivered  by  the  Pittsburgh  and 
Steubenville  Railroad  Company,  dated  the  first  day  of  August,  A.  D. 
1856,  and  duly  recorded  in  the  counties  of  Allegheny  and  Washington,  in 
the  state  of  Pennsylvania,  and  also  recorded  in  the  counties  of  Brooke 
and  Hancock,  in  the  state  of  West  Virginia,  of  the  whole  of  the  railroad, 
together  with  the  lands,  depots,  depot  grounds  and  buildings,  situate  be¬ 
tween  and  at  the  termini  of  their  railway  at  the  city  of  Pittsburgh  and 
the  boundary  line  of  the  state  of  Virginia,  in  the  counties  of  Allegheny 
and  Washington,  in  the  state  of  Pennsylvania;  and,  also,  of  all  the 
property  and  franchises,  and  of  all  the  tolls,  issues,  income  and  profits 
of  the  said  company  hereafter  derived  to  them  from  the  use  of  or  travel 
on  their  said  road,  or  any  part  thereof;  and,  also,  on  all  the  cars,  engines, 
locomotives,  tenders,  horses,  or  other  things  used  in  the  business  and 
management  of  the  said  railroad,  and  in  which  mortgage  it  was,  among 
other  things,  provided  that  any  other  real  and  personal  estate,  wherever 
situated,  which  should  or  might  thereafter  be  purchased,  and  all  improve¬ 
ments  that  might  thereafter  be  made  by  the  said  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company  during  the  continuance  of  the  said  mortgage, 
should  be  deemed,  held  and  taken  to  be  part  of  the  mortgaged  premises, 
as  in  and  by  reference  to  the  said  mortgage  will  duly  appear,  did,  on  the 
sixth  day  of  November,  A.  D.  1867,  at  the  court  house,  in  the  city  of 
Pittsburgh  aforesaid,  under  and  by  virtue  of  and  in  accordance  with  a 
decree  of  the  Supreme  Court  of  Pennsylvania,  made  on  the  twenty-ninth 
day  of  May,  1867,  in  case  of  McElrath  et  al.  vs.  The  Pittsburgh  and 
Steubenville  Railroad  Company  et  al.,  No.  49,  January  term,  1866,  Eastern 
District,  expose  the  said  mortgaged  premises  and  estates  to  public  sale, 
and  sold  the  same  to  William  J.  Howard,  of  the  city  of  Philadelphia,  to 
whom  a  conveyance  was  duly  made,  executed  and  delivered  by  said 
Thomas  McElrath,  on  December  seventh,  A.  D.  1867;  also,  that  a  meet- 


1  See  page  28. 


CORPORATE  HISTORY. 


207 


ing  of  the  persons  for  and  on  whose  account  the  said  premises  were  so 
purchased,  as  aforesaid,  was  held  on  the  twenty-eighth  day  of  December, 
A.  D.  1867,  at  No.  238  South  Third  street,  Philadelphia,  in  pursuance  of 
the  acts  of  Assembly  in  such  case  made  and  provided;  and  notice  of  the 
time  and  place  of  said  meeting  having  been  duly  published,  according 
to  law,  the  said  persons  did  then,  to  wit,  on  the  twenty-eighth  day  of 
December,  A.  D.  1867,  organize  a  new  corporation  under  the  name  of 
the  Pan  Handle  Railway  Company.  Also,  that  a  common  seal  was 
adopted,  the  capital  stock  fixed  at  four  millions  four  hundred  thousand 
dollars,  in  eighty-eight  thousand  shares,  of  the  par  value  of  fifty  dollars 
each;  and  a  president  and  board  of  six  directors  were  elected — the  names 
of  the  said  president  and  board  of  directors,  so  elected,  being  as  follows: 
J.  Edgar  Thomson,  president;  Thomas  A.  Scott,  Herman  J.  Lombaert, 
Thomas  L.  Jewett,  Edmund  Smith,  Josiah  Bacon  and  Wm.  J.  Howard, 
directors. 

In  witness  whereof,  The  said  the  Pan  Handle  Railway  Company  has 
caused  to  be  hereunto  affixed  its  common  seal,  duly  attested  by  the  sig¬ 
nature  of  its  president,  this  fourteenth  day  of  January,  A.  D.  1868. 

J.  EDGAR  THOMSON, 

President. 

Filed  and  recorded  in  the  office  of  the  secretary  of  the  commonwealth, 
at  Harrisburg,  on  Wednesday,  the  fifteenth  day  of  January,  A.  D.  one 
thousand  eight  hundred  and  sixty-eight  (1868). 

F.  JORDAN, 

Secretary  of  the  Commonwealth. 


Office  of  the  Secretary  of  the  Commonwealth,  I  . 

Harrisburg,  November  18,  A.  D.  1875.  J  Pennsylvama>  ss- 
I  do  hereby  certify  that  the  foregoing  and  annexed  is  a  full,  true  and 
correct  copy  of  the  original,  remaining  on  file  and  of  record  in  this  office. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  caused  the 
seal  of  the  Secretary’s  office  to  be  affixed,  the  day  and  year  above  written. 


SEAL 

Secy’s 

Office, 

Penn’a. 


JOHN  B.  LINN, 

Deputy  Secretary  of  the  Commonwealth. 


In  the  name  and  by  the  authority  of  the  commonwealth  of  Pennsylvania: 

John  F.  Hartrarift, 


Governor  of  the  said  commonwealth. 


To  all  to  whom  these  presents  shall  come,  sends  greeting: 

Know  ye,  That  the  attestation  or  certificate  hereunto  attached  is  in 
due  form  and  made  by  the  proper  officer,  and  that  John  B.  Linn,  whose 
name  is  subscribed  thereto,  was,  at  the  time  of  subscribing  the  same,  and 
now  is,  deputy  secretary  of  the  commonwealth,  duly  appointed  and  com¬ 
missioned,  and  full  faith  and  credit  are  due  and  ought  to  be  given  to 
his  official  acts  accordingly. 


208  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Given  under  my  hand  and  the  great  seal  of  the  state,  at  Harrisburg,  the 
18th  day  of  November,  in  the  year  of  our  Lord  one  thousand  eight  hun¬ 
dred  and  seventy-five,  and  of  the  commonwealth  the  one  hundredth. 


J.  F.  HARTRANFT,  Governor. 

By  the  Governor: 

M.  S.  QUAY,  Secretary  of  the  Commonwealth. 


An  Act  to  Exempt  the  Pan  Handle  Railway  Company  from  the 
Second  Proviso  of  the  First  Section  of  an  Act,  Approved 
March  Twenty-fourth,  One  Thousand  Eight  Hundred  and 
Sixty-five,  entitled  “  An  Act  Supplementary  to  an  Act  Regu¬ 
lating  Railroad  Companies,’’  Approved  February  Nineteenth, 
One  Thousand  Eight  Hundred  and  Forty-nine. 


Approved  March  23,  1868. 


Section  1.  That  the  second  proviso  of  the  first  section  of  the  act 
approved  March  twenty-fourth,  one  thousand  eight  hundred  and  sixty- 
five,  entitled,  “  An  act  supplementary  to  an  act  regulating  railroad  com¬ 
panies,”  approved  February  nineteenth,  one  thousand  eight  hundred  and 
forty-nine,  as  follows:  “And  provided  further,  that  nothing  in  this  act 
contained  shall  be  taken  to  authorize  the  consolidation  of  any  company 
or  corporation  of  this  commonwealth  with  that  of  any  other  state  whose 
laws  shall  not  also  authorize  the  like  consolidation,”  shall  not  apply  to 
the  Pan  Handle  Railway  Company,  and  that  said  company  be  and  it  is 
hereby  exempted  from  the  same. 

Pennsylvania  Laws,  1868,  p.  423. 

An  Act  Concerning  the  Sale  of  Railroads,  Canals.  Turnpikes, 

Bridges  and  Plank  Roads. 

Approved  April  8,  1861. 

Section  1.  That  whenever  any  railroad,  canal,  turnpike,  bridge  or 
plank  road,  of  any  corporation,  created  by  or  under  any  law  of  this  state, 
shall  be  sold  and  conveyed  under  and  by  virtue  of  any  process  or  decree 
of  any  court  of  this  state,  or  of  the  Circuit  Court  of  the  United  States, 
the  person  or  persons  for  or  on  whose  account  such  railroad,  canal,  turn¬ 
pike  or  plank  road  may  be  purchased,  shall  be  and  they  are  hereby  con¬ 
stituted  a  body  politic  and  corporate,  and  shall  be  vested  with  all  the 
right,  title,  interest,  property,  possession,  claim  and  demand,  in  law  and 
equity,  of,  in  and  to  such  railroad,  canal,  turnpike,  bridge  or  plank  road, 
with  its  appurtenances,  and  with  all  the  rights,  powers,  immunities, 
privileges  and  franchises  of  the  corporation  as  whose  the  same  may  have 
been  so  sold,  and  which  may  have  been  granted  to  or  conferred  there¬ 
upon  by  any  act  or  acts  of  Assembly  whatsoever,  in  force  at  the  time  of 
such  sale  and  conveyance,  and  subject  to  all  the  restrictions  imposed  upon 
such  corporation  by  any  such  act  or  acts,  except  so  far  as  the  same  are 
modified  hereby;  and  the  person  for  or  on  whose  account  any  such  rail- 


CORPORATE  HISTORY. 


209 


road,  canal,  turnpike,  bridge  or  plank  road  may  have  been  purchased, 
shall  meet,  within  thirty  days  after  the  conveyance  thereof  shall  be  de¬ 
livered,  public  notice  of  the  time  and  place  of  such  meeting  having  been 
given  at  least  once  a  week,  for  two  weeks,  in  at  least  one  newspaper, 
published  in  the  city  or  county  in  which  such  sale  may  have  been  held, 
and  organize  said  new  corporation,  by  electing  a  president  and  board  of 
six  directors  (to  continue  in  office  until  the  first  Monday  of  May  suc¬ 
ceeding  such  meeting,  when,  and  annually  thereafter,  on  the  said  day,  a 
like  election  for  a  president  and  six  directors  shall  be  held,  to  serve  for 
one  year),  and  shall  adopt  a  corporate  name  and  common  seal,  determine 
the  amount  of  the  capital  stock  thereof,  and  shall  have  power  and 
authority  to  make  and  issue  certificates  therefor  to  the  purchaser  or 
purchasers  aforesaid,  to  the  amount  of  their  respective  interests  therein, 
in  shares  of  fifty-  dollars  each,  and  may  then,  or  at  any  time  thereafter, 
create  and  issue  preferred  stock  to  such  an  amount  and  on  such  terms 
as  they  may  deem  necessary,  and  from  time  to  time  to  issue  bonds,  at  a 
rate  of  interest  not  exceeding  seven  per  cent.,  to  any  amount  not  exceed¬ 
ing  their  capital  stock,  and  to  secure  the  same  by  one  or  more  mortgages 
upon  the  real  and  personal  property  and  corporate  rights  and  franchises, 
or  either,  or  any  part  or  parts  thereof. 

Section  2.  That  it  shall  be  the  duty  of  such  new  corporation,  within 
one  calendar  month  after  its  organization,  to  make  a  certificate  thereof, 
under  its  common  seal,  attested  by  the  signature  of  its  president,  specify¬ 
ing  the  date  of  such  organization,  the  name  so  adopted,  the  amount  of 
capital  stock,  and  the  names  of  its  president  and  directors,  and  transmit 
the  said  certificate  to  the  Secretary  of  State  at  Harrisburg,  to  be  filed 
in  his  office,  and  there  remain  of  record;  and  a  certified  copy  of  such 
certificate  so  filed  shall  be  evidence  of  the  corporate  existence  of  said 
new  corporation. 

Pennsylvania  Laws,  1861,  p.  259. 

DEED.1 

Thomas  McElrath  to  William  J.  Howard,  Conveying  the  Fran¬ 
chises,  Property,  Etc.,  of  the  Pittsburgh  and  Steubenville 
Railroad  Company. 

Dated  December  7,  1867. 

To  all  to  whom  these  presents  shall  come,  Thomas  McElrath,  of  the 
city  of  New  York,  in  the  state  of  New  York,  sends  greeting: 

Whereas,  The  Pittsburgh  and  Steubenville  Railroad  Company,  a  cor¬ 
poration  created  by  and  existing  under  the  laws  of  the  state  of  Pennsyl¬ 
vania,  did  for  the  purpose  of  securing  the  payment  of  the  principal  and 
interest  of  one  thousand  bonds  of  the  said  company,  for  one  thousand 
dollars  each,  amounting  in  all  to  the  sum  of  one  million  of  dollars,  and  in 
pursuance  of  the  powers,  rights,  privileges  and  authority  them  in  that  be¬ 
half  enabling,  execute  and  deliver  to  the  said  party  hereto  of  the  first  part, 
as  mortgagee  in  trust  for  the  holders  of  the  said  bonds,  a  mortgage  of  the 
whole  of  the  railroad,  together  with  the  lands,  depots,  depot  grounds  and 


1  The  decrees  of  sale  and  confirmation  of  sale  of  the  Pittsburgh  and  Steubenville  Railroad  are 
recited  in  this  deed,  beginning  page  212. 


14 


210  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


buildings,  situate  between  and  at  the  termini  of  their  railway  at  the  city 
of  Pittsburgh  and  the  boundary  line  of  the  state  of  Virginia,  in  the 
counties  of  Allegheny  and  Washington,  in  the  state  of •  Pennsylvania;  and 
also  all  the  property  and  franchises,  and  all  the  tolls,  issues,  income  and 
profits  of  the  said  company  hereafter  derived  to  them  from  the  use  of  or 
travel  on  their  said  road,  or  any  part  thereof;  and  also  all  the  cars,  engines, 
locomotives,  tenders,  horses,  or  other  things  used  in  the  business  and 
management  of  said  railroad:  and  in  which  said  mortgage  it  was,  among 
other  things,  provided  that  any  other  real  estate,  situate  as  aforesaid,  and 
personal  estate,  wherever  situate,  which  should  or  might  thereafter  be 
purchased,  and  all  improvements  that  might  thereafter  be  made  by  the 
said  Pittsburgh  and  Steubenville  Railroad  Company  during  the  con¬ 
tinuance  of  the  said  mortgage,  should  be  deemed,  held  and  taken  to  be 
part  of  the  mortgaged  premises,  as  in  and  by  reference  to  the  said  mort¬ 
gage,  bearing  date  the  first  day  of  August,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  fifty-six,  duly  executed  and  acknowl¬ 
edged,  and  recorded  in  the  office  for  recording  deeds,  &c.,  in  the  county 
of  Allegheny,  in^the  state  of  Pennsylvania,  and  in  the  counties  of  Brooke 
and  Hancock,  in  the  state  of  West  Virginia,  will  duly  appear; 

And  whereas,  The  railroad  of  the  Pittsburgh  and  Steubenville  Rail¬ 
road  Company  extends  from  the  south  side  of  the  Washington  turnpike 
road,  in  the  borough  of  South  Pittsburgh,  on  the  south  side  of  the 
Monongahela  river,  opposite  to  the  city  of  Pittsburgh,  in  the  county  of 
Allegheny,  and  state  of  Pennsylvania,  to  a  point  near  the  easterly  side  of 
the  Ohio  river,  nearly  opposite  the  town  of  Steubenville,  in  the  state  of 
Ohio,  and  there  connects  with  a  railroad  crossing  the  Ohio  river  on  the 
bridge  there  constructed,  and  the  legal  title  to  the  land  on  which  that 
portion  of  the  said  railroad,  situate  in  the  state  of  West  Virginia,  with  all 
its  appurtenances,  are  constructed,  was,  at  the  date  of  the  execution  and 
delivery  of  the  said  mortgage,  held  in  trust  by  Isaac  Jones,  and  the 
entire  railroad  of  the  said  Pittsburgh  and  Steubenville  Railroad  Com¬ 
pany,  including  that  part  in  the  state  of  West  Virginia,  was,  at  the  date 
of  the  entry  of  the  decree  hereinafter  mentioned,  in  the  possession  of  the 
Western  Transportation  Company,  as  lessees  of  the  said  Pittsburgh  and 
Steubenville  Railroad  Company; 

And  whereas,  The  said  Pittsburgh  and  Steubenville  Railroad  Company 
having  made  default  in  the  payment  of  the  interest  of  the  bonds  secured 
by  said  mortgage,  after  demand  duly  made  for  payment  of  the  same,  the 
said  Thomas  McElrath,  party  hereto  of  the  first  part,  as  mortgagee  in 
trust  in  the  said  mortgage,  and  George  Bradshaw,  a  holder  of  bonds 
secured  by  said  mortgage,  as  well  for  themselves  as  such  other  holders  of 
bonds  secured  by  said  mortgage,  as,  agreeing  to  contribute  to  the  expenses 
of  the  suit,  might  become  parties  thereto,  did  file  their  bill  in  equity  in 
the  Supreme  Court  of  Pennsylvania,  for  the  Western  District,  number 
forty-two,  of  October  and  November  term,  eighteen  hundred  and  sixty- 
five,  against  the  Pittsburgh  and  Steubenville  Railroad  Company,  and 
against  Ambrose  W.  Thompson  and  Daniel  Tyler,  trustees  named  in  a  cer¬ 
tain  indenture  of  mortgage,  dated  the  first  day  of  August,  eighteen  hundred 
and  fifty-six,  executed  and  delivered  by  the  Pittsburgh  and  Steubenville 


CORPORATE  HISTORY. 


21  I 


Railroad  Company,  and  against  James  Andrews  and  Charles  T.  Hotchkiss 
and  Michael  O’Hara,  being  some  of  a  large  number  of  persons,  but 
sufficient  to  represent  the  class  holders  of  certain  evidences  of  debt  of 
the  Pittsburgh  and  Steubenville  Railroad  Company,  commonly  called  cer¬ 
tificates  of  indebtedness,  and  against  John  McBrown  and  Hugh  Woods, 
claiming  to  have  a  lien  on  the  premises  described  in  the  mortgage  of 
which  complainant  is  trustee,  and  which  lien  is  now  claimed  as  belonging 
in  various  portions,  to  E.  P.  Jones,  Robert  Woods,  William  H.  Kirk¬ 
patrick,  G.  Metzgar  and  Nathaniel  Ballentyne;  and  against  Abraham 
Nicholson  and  William  S.  Manfull,  also  claiming  to  have  a  lien  on  the 
premises  described  in  said  mortgage;  and  against  Edgar  B.  Todd,  Curtis 
B.  M.  Smith,  John  Burton,  Edward  McGinnis,  John  Kerwin,  John  H. 
Sawyer,  B.  C.  Sawyer,  B.  C.  Sawyer,  Jr.,  N.  P.  Sawyer,  Jacob  Kaufman 
and  David  Mitchell,  Jr.,  judgment  creditors  of  the  said  Pittsburgh  and 
Steubenville  Railroad  Company;  and  against  the  Western  Transporta¬ 
tion  Company,  claiming  to  be  lessees  of,  and  in  somewise  interested  in 
said  mortgaged  premises,  and  claim  to  be  creditors  thereof,  and  as 
holders  of  certain  bonds  commonly  called  income  bonds;  and  against 
the  Chartiers  Valley  Railroad  Company,  claiming  some  interest  in  the 
premises  mortgaged  by  alleged  contract  with  the  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company,  and  against  the  city  of  Pittsburgh,  claiming 
some  interest  in  the  mortgaged  premises  and  in  and  by  their  said  bill, 
did  pray  that  it  might  be  decreed: 

First.  That  the  said  mortgage,  dated  the  first  day  of  August,  eighteen 
hundred  and  fifty-six,  and  in  which  the  said  Thomas  McElrath  was 
named  as  trustee,  has  the  first  lien  on  the  premises  thereby  mortgaged 
or  therein  mentioned,  and  that  the  holders  of  the  bonds  thereby  intended 
to  be  secured  were  entitled  to  the  benefits  of  all  the  rights  and  securities 
thereby  given,  and  that  the  same  might  be  made  and  decreed  to  be 
effectual  and  valid  and  binding  upon  the  said  railroad,  its  tolls,  property, 
income  and  effects. 

Second.  That  the  amount  due  upon  the  said  bonds,  principal  and  in¬ 
terest,  intended  to  be  secured  by  the  said  mortgage,  should,  at  such  time 
and  in  such  manner  as  the  court  might  direct,  be  ascertained  and  deter¬ 
mined. 

Third.  That  a  decree  should  be  entered  directing  the  defendant,  the 
Pittsburgh  and  Steubenville  Railroad  Company,  to  pay  what  should 
appear  to  be  due  upon  taking  such  account  by  a  short  day  to  be  named 
by  the  court. 

Fourth.  That  in  default  of  such  payment,  it  should  be  decreed  that 
the  defendants,  and  all  persons  claiming  under  them,  should  be  absolutely 
barred  and  foreclosed  of  and  from  all  right  and  equity  of  redemption  in 
and  to  the  said  premises,  or  that  a  decree  should  be  entered  directing  a 
sale  of  the  whole  of  the  premises  mortgaged  or  intended  so  to  be,  at 
such  time  and  in  such  manner,  by  such  master  or  other  officer  or  person, 
and  the  purchase  money  thereof  to  be  paid  or  adjusted  or  settled  as  the 
court  might  direct,  appoint  and  deem  proper. 

And  whereas,  It  was  so  proceeded  in  the  said  suit,  after  the  record 
thereof  had  been  duly  certified  to  and  filed  with  the  prothonotary  of  the 


212  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Supreme  Court  of  Pennsylvania,  for  the  Eastern  District,  the  same  being 
there  entitled  number  forty-nine  of  January  term,  eighteen  hundred  and 
sixty-six,  of  the  said  Eastern  District.  That,  ^pn  the  twenty-ninth  day  of 
May,  in  the  year  of  our  Lord  eighteen  hundred  and  sixty-seven,  it  was 
finally  ordered  and  decreed  by  the  said  Supreme  Court,  as  follows: 

And  now,  the  twenty-ninth  day  of  May,  eighteen  hundred  and  sixty- 
seven,  this  cause  having  been  heard  on  bill,  answer  and  proofs,  and  the 
report  of  the  master  thereon  having  been  argued  by  counsel,  it  is  formally 
ordered,  adjudged  and  decreed,  any  previous  order  inconsistent  herewith 
to  the  contrary  notwithstanding: 

First.  That  the  mortgage  in  the  bill  of  complaint  mentioned,  dated 
the  first  day  of  August,  eighteen  hundred  and  fifty-six,  executed  by  the 
Pittsburgh  and  Steubenville  Railroad  Company,  and  of  which  Exhibit  A, 
annexed  to  the  said  bill,  is  a  true  copy,  is  the  first  lien  upon  the  railroad, 
tolls,  franchises,  property,  income,  estates  and  premises  therein  men¬ 
tioned,  referred  to  or  described,  and  is  effectual,  valid  and  binding  thereon, 
and  that  the  holders  of  the  bonds  secured  by  said  mortgage  are  entitled 
to  the  benefit  of  all  the  rights  and  securities  thereby  confessed. 

Second.  That  the  principal  of  the  bonds,  secured  by  the  said  first 
mortgage,  is  one  million  of  dollars,  and  that,  on  the  tenth  day  of  January, 
eighteen  hundred  and  sixty-seven,  there  were  coupons  of  the  said  bonds 
due  and  unpaid  amounting  to  six  hundred  and  sixty-five  thousand  seven 
hundred  and  thirty-five  dollars  ($665,735),  and  that  there  was  also  in¬ 
terest  due  on  said  unpaid  coupons  amounting  at  said  date  to  one  hundred 
and  ninety-nine  thousand  four  hundred  and  ninety-nine  dollars  and  six 
cents  ($199,499.06),  making  due  in  all,  for  unpaid  coupons  secured  by 
said  first  mortgage,  with  interest  thereon  to  said  date,  eight  hundred  and 
sixty-five  thousand  two  hundred  and  thirty-four  dollars  and  six  cents 
($865,234.06). 

Third.  That  the  said  the  Pittsburgh  and  Steubenville  Railroad  Com¬ 
pany  do  pay  to  Thomas  McElrath,  the  trustee  in  the  said  mortgage  men¬ 
tioned,  within  ninety  days  after  the  entry  of  this  decree,  the  said  sum  of 
eight  hundred  and  sixty-five  thousand  two  hundred  and  thirty-four  dollars 
and  six  cents  ($865,234.06)  so  as  aforesaid  ascertained  and  decreed  to  be 
due  on  the  said  tenth  day  of  January,  eighteen  hundred  and  sixtv-seven. 

Fourth.  That  in  default  of  such  payment  within  the  period  aforesaid, 
the  railroad,  property,  estates,  premises,  appurtenances  and  franchises 
conveyed  by  said  mortgage  to  the  said  Thomas  McElrath,  named  therein, 
including  all  the  estate,  right,  title,  interest,  claim  and  demand  of  the 
said  Pittsburgh  and  Steubenville  Railroad  Company  of  and  in  that  por¬ 
tion  of  the  railroad  operated  and  run  by  the  said  company,  through  their 
lessees,  in  the  state  of  West  Virginia,  between  the  boundary  line  of  the 
state  of  Pennsylvania,  at  the  easterly  end,  and  the  river  Ohio  at  the 
westerly  end,  which  passed  to  them  under  and  by  force  of  the  terms  and 
intent  of  the  said  mortgage,  be  exposed  to  sale  by  public  vendue  or 
outcry,  as  one  entire  lot,  in  the  city  of  Pittsburgh,  by  the  said  Thomas 
McElrath,  to  whom  all  needful  authority  for  that  purpose  is  hereby 
given,  after  notice  of  the  time  and  place  and  conditions  of  sale,  and  of 
the  property  to  be  sold,  shall  have  been  given  by  advertisement,  inserted 


CORPORATE  HISTORY. 


213 


at  least  once  a  week,  in  one  newspaper  published  in  each  of  the  cities 
of  Pittsburgh,  Philadelphia  and  New  York,  and  the  town  of  Steubenville, 
in  the  state  of  Ohio,  respectively,  for  at  least  nine  weeks  prior  to  the  day 
appointed  for  the  sale,  and  that  the  said  advertisement  shall  be  in  the 
form  set  out  in  the  schedule  hereto  annexed  and  made  part  of  this 
decree,  and  that  the  following  be  the  terms  and  conditions  of  sale:  The 
property  will  be  struck  off  to  the  highest  and  best  bidder,  upon  his  sign¬ 
ing  the  conditions  of  sale.  Twenty-five  thousand  dollars  of  the  purchase 
money  shall  be  paid  in  cash  when  the  property  is  struck  off,  and  the 
balance  within  twenty  days  thereafter:  Provided,  however,  that  if  the 
purchaser  or  purchasers  arc  the  holders  of  bonds  and  matured  coupons, 
or  either,  secured  by  the  aforesaid  first  mortgage,  he  or  they  shall  be  and 
are  hereby  authorized  to  receipt  to  the  said  Thomas  McElrath  for  the 
dividend  of  the  said  balance  of  purchase  money  payable  on  the  said  bonds 
and  matured  coupons,  or  either,  the  sum  thus  receipted  for  to  be  con¬ 
sidered  as  paid  in  cash  to  the  said  Thomas  McElrath,  and  the  said  receipt 
to  be  an  acquittance  and  discharge  to  him  from  all  liability  for  the  same; 
the  said  bonds  or  coupons  to  be  delivered  at  the  time  of  such  receipt  to 
the  said  Thomas  McElrath,  and  to  be  returned  by  him  to  the  holders 
after  the  dividend  thus  receipted  for  shall  have  been  endorsed  thereon; 
the  accrued  interest  on  the  said  coupons,  from  the  date  of  their  maturity, 
to  be  added  to  the  principal  in  estimating  the  dividend  payable  thereon. 
In  case  the  terms  of  sale  are  not  complied  with  by  the  bidders  to  whom 

the  property  has  been  struck  off,  the  next  highest  bidder  at  the  sale,  who 

shall  have  signed  the  conditions  thereof,  shall  have  the  option  of  taking 
the  property  at  his  bid,  upon  paying  or  accounting,  in  the  manner  afore¬ 
said,  for  the  amount  thereof,  within  ten  days  after  the  expiration  of  the 

aforesaid  twenty  days  from  the  day  of  sale;  and  when  the  said  purchase 
money  shall  have  been  paid  or  receipted  for,  and  the  said  sale  shall  have 
been  confirmed  by  this  court,  upon  return  thereof  being  made  by  said 
Thomas  McElrath  to  the  court,  then  the  said  Thomas  McElrath  shall 
execute  and  deliver  to  the  purchaser  or  purchasers  of  the  said  railroad, 
property,  estates,,  premises,  appurtenances  and  franchises,  a  good  and  suf¬ 
ficient  deed  or  deeds  granting  and  conveying  the  same  unto  him  or  them, 
in  fee  simple,  and  the  said  purchaser  or  purchasers  shall  thereupon  hold 
the  same  free  and  discharged  from  all  liens  or  incumbrances  whatever,  and 
from  any  claim  or  demand  of  the  Pittsburgh  and  Steubenville  Railroad 
Company  therein  or  thereto,  by  way  of  equity  of  redemption  or  otherwise; 
and  the  said  Pittsburgh  and  Steubenville  Railroad  Company  shall  be  from 
thenceforth  absolutely  debarred  and  foreclosed  of  and  from  any  such  claim 
or  demand:  and  it  is  further  ordered  that  the  sum  received  in  cash  by  the 
said  Thomas  McElrath,  for  or  on  account  of  the  purchase  money  of  the 
premises  shall,  after  deducting  all  commissions,  counsel  fees,  costs  and 
expenses  incurred  by  the  complainants  in  this  proceeding,  be  paid  into 
court,  to  be  distributed  under  such  order  or  reference  as  may  hereafter  be 
made  in  respect  thereto;  and  if  any  of  the  said  purchase  money  shall  have 
been  adjusted  by  the  receipts  of  holders  of  bonds  or  coupons  as  aforesaid, 
he  shall  file  an  account  setting  forth  the  same;  and  the  said  Thomas  Mc¬ 
Elrath  has  leave  to  apply,  from  time  to  time,  as  he  may  be  advised,  for  the 


214  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


further  direction  of  the  court  in  carrying  out  the  terms  of  this  decree;  and 
it  is  further  ordered  thaVthe  cost  of  the  suit  be  paid  by  the  Pittsburgh 
and  Steubenville  Railroad  Company. 

Schedule.  In  the  Supreme  Court  of  Pennsylvania,  for  the  Eastern 
District.  In  equity.  Thomas  McElrath,  et  al.  vs.  The  Pittsburgh  and 
Steubenville  Railroad  Company,  et  al.,  of  January  term,  eighteen  hun¬ 
dred  and  sixty-six,  number  forty-nine. 

Whereas,  The  Pittsburgh  and  Steubenville  Railroad  Company,  by  a 
mortgage  bearing  date  the  first  day  of  August,  in  the  year  of  our  Lord 
eighteen  hundred  and  fifty-six,  and  duly  recorded,  did  grant,  assign  and 
convey  unto  Thomas  McElrath,  his  successors  and  assigns,  the  whole  of 
the  railroad,  together  with  the  lands,  depot  grounds  and  buildings,  situate 
between  and  at  the  termini  of  their  railway  at  the  city  of  Pittsburgh 
and  the  boundary  line  of  the  state  of  Virginia,  in  the  counties  of 
Allegheny  and  Washington,  in  the  state  of  Pennsylvania,  and  also  all 
the  property  and  franchises,  and  all  the  tolls,  issues,  income  and  profits 
of  the  said  company  thereafter  to  be  derived  to  them  from  the  use  of  or 
travel  on  their  said  road,  or  any  part  thereof;  and  also  all  the  cars,  en¬ 
gines,  locomotives,  tenders  horses,  or  other  things  used  in  the  business 
and  management  of  the  said  railroad:  To  have  and  to  hold,  all  and  sin¬ 
gular  the  estate,  hereditaments  and  premises  hereby  granted  or  intended 
so  to  be,  with  the  appuftenances,  unto  the  said  Thomas  McElrath,  his 
heirs,  executors,  administrators,  his  successors  and  assigns,  and  to  the 
survivor  and  survivors  of  them,  and  to  their  heirs,  executors,  adminis¬ 
trators  and  assigns,  in  trust,  nevertheless,  for  the  benefit  of  the  holders 
of  bonds  of  the  said  company  to  the  amount  of  one  million  of  dollars, 
viz.:  One  thousand  bonds,  for  one  thousand  dollars  each,  of  even  date 
with  the  said  mortgage,  and  for  the  better  securing  the  same  with  the 
principal  moneys  herein  respectively  mentioned,  and  interest  thereafter 
to  accrue  thereon:  And  whereas,  it  was  provided  in  the  said  mortgage, 
that  any  other  real  estate,  situate  as  aforesaid,  and  personal  estate,  wher¬ 
ever  situate,  which  should  or  might  be  purchased,  and  all  improvements 
that  might  thereafter  be  made  by  the  said  Pittsburgh  and  Steubenville 
Railroad  Company  during  the  continuance  of  said  mortgage,  should  be 
deemed,  held  and  taken  to  be  part  of  the  mortgaged  premises:  And 
whereas,  by  a  decree  entered  by  the  Supreme  Court  of  Pennsylvania  in 
the  above  entitled  cause,  it  was  declared  that  the  said  mortgage  was  the 
first  lien  upon  the  railroad,  tolls,  franchises,  property,  income,  estates 
and  premises  therein  mentioned,  referred  to  or  described;  and  it  was 
ordered  that  on  default  being  made  by  the  Pittsburgh  and  Steubenville 
Railroad  Company  in  the  payment,  within  the  period  fixed  by  the  said 
decree,  of  the  amount  ascertained  to  be  due  and  payable  on  the  bonds 
secured  by  mortgage  of  the  railroad,  property,  estates,  premises,  appur¬ 
tenances  and  franchises  conveyed  by  the  said  mortgage,  including  all 
the  estate,  right,  title,  interest,  claim  and  demand  of  the  said  Pittsburgh 
and  Steubenville  Railroad  Company  of  and  in  that  portion  of  the  railroad 
operated  and  run  by  the  said  company,  through  their  lessees,  in  the 
state  of  West  Virginia,  between  the  boundary  line  of  the  state  of  Penn¬ 
sylvania  at  the  easterly  end,  and  the  state  of  Ohio  at  the  westerly  end, 


CORPORATE  HISTORY. 


215 


which  passed  to  the  said  Thomas  McElrath  under  and  by  virtue  of  the 
terms  and  intent  of  said  mortgage,  should  be  exposed  to  sale  by  public 
vendue  or  outcry,  as  one  entire  lot,  in  the  city  of  Pittsburgh,  by  the  said 
Thomas  McElrath,  to  whom  all  needful  authority  for  that  purpose  was 
thereby  given,  upon  the  terms  and  conditions  therein  mentioned  and  here¬ 
inafter  set  forth:  And  whereas,  default  has  been  made  by  the  said  Pitts¬ 
burgh  and  Steubenville  Railroad  Company  in  the  payment,  as  aforesaid, 
of  the  said  amount:  Now,  therefore,  notice  is  hereby  given,  that  under 
and  by  virtue  of  the  said  decree,  I,  the  said  Thomas  McElrath  therein 
named,  will,  on  the  sixth  day  of  November,  in  the  year  of  our  Lord  one 
thousand  eight  hundred  and  sixty-seven,  at  12  o’clock  M.,  in  the  city 
of  Pittsburgh,  expose  to  public  sale  by  vendue  or  outcry,  the  whole  of 
the  railroad,  together  with  the  lands,  depots,  depot  grounds  and  buildings, 
situate  between  and  at  the  termini  of  the  railway  of  the  Pittsburgh  and 
Steubenville  Railroad  Company  at  the  city  of  Pittsburgh  and  the  boundary 
line  of  the  state  of  West  Virginia,  in  the  counties  of  Allegheny  and 
Washington,  in  the  state  of  Pennsylvania;  and  also  all  the  property  and 
franchises,  and  all  the  tolls,  issues,  income  and  profits  of  the  said  com¬ 
pany,  derivable  from  the  use  of  or  travel  on  their  said  road,  or  any  part 
thereof;  and  also  all  the  cars,  engines,  locomotives,  tenders,  horses,  or 
other  things  used  in  the  business  or  management  of  the  said  railroad;  and 
also  all  the  estate,  right,  title,  interest,  claim  and  demand  of  the  said 
company,  of  and  in  that  portion  of  the  railroad  operated  and  run  by  the 
said  company,  through  their  lessees,  in  the  state  of  West  Virginia,  be¬ 
tween  the  boundary  line  of  the  state  of  Pennsylvania  at  the  easterly  end, 
and  the  Ohio  river  at  the  westerly  end,  which  passed  to  the  said  Thomas 
McElrath  under  and  by  force  of  the  terms  and  intent  of  the  said  mort¬ 
gage;  and  generally  all  the  lands,  rights  of  way,  railways,  rents,  bridges, 
culverts,  trestle  works,  buildings,  structures,  machinery,  stations,  depots, 
depot  grounds,  hereditaments  and  appurtenances,  personal  estate  of  every 
kind  and  description,  corporate  rights  and  franchises,  granted,  assigned 
and  conveyed  by  the  said  mortgage  or  intended  so  to  be.  The  railway 
above  described  as  situate  in  the  counties  of  Allegheny  and  Washington, 
in  the  state  of  Pennsylvania,  begins  on  the  south  side  of  the  Washington 
turnpike  road,  in  the  borough  of  South  Pittsburgh,  on  the  south  side 
of  the  Monongahela  river,  opposite  the  city  of  Pittsburgh,  at  its  point  of 
connection  with  the  Pittsburgh  and  Steubenville  extension  of  the  Penn¬ 
sylvania  Railroad,  and  extends,  for  a  distance  of  about  thirty-three  miles, 
to  the  western  boundary  line  of  the  state,  where  it  connects  with  the 
railroad  in  the  state  of  West  Virginia,  above  referred  to,  which  latter 
railroad  extends  from  the  said  point  of  connection,  through  the  state  of 
West  Virginia,  to  a  point  near  the  eastwardly  side  of  the  Ohio  river, 
nearly  opposite  the  town  of  Steubenville,  in  the  state  of  Ohio,  and  there 
connects  with  a  railroad  crossing  the  Ohio  river  on  a  bridge  there  con¬ 
structed. 

Terms  of  sale.  The  property  will  be  struck  off  to  the  highest  and 
best  bidder,  upon  his  signing  the  conditions  of  sale.  Twenty-five  thou¬ 
sand  dollars  of  the  purchase  money  shall  be  paid  in  cash,  and  the 
balance  within  twenty  days  thereafter;  provided,  however,  that  if  the 


216  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

purchaser  or  purchasers  are  the  holders  of  bonds  and  matured  coupons, 
or  either,  secured  by  the  aforesaid  first  mortgage,  he  or  they  may  receipt  to 
the  said  Thomas  McElrath  for  the  dividend  of  said  balance  of  purchase 
money  payable  on  said  bonds  and  matured  coupons,  or  either,  the  sum 
thus  receipted  for  to  be  considered  as  paid  in  cash  on  account  of  the  said 
purchase  money;  the  said  bonds  or  coupons  to  be  delivered  at  the  time 
of  such  receipt  to  the  said  Thomas  McElrath,  and  to  be  returned  by  him 
to  the  holders  after  the  dividend  thus  receipted  for  shall  have  been  en¬ 
dorsed  thereon;  the  accrued  interest  on  the  said  coupons,  from  the  date 
of  their  maturity,  to  be  added  to  the  principal  in  estimating  the  dividend 
payable  thereon.  In  case  the  terms  of  the  sale  are  not  complied  with 
by  the  bidder  to  whom  the  property  has  been  struck  off,  the  next  highest 
bidder  at  the  sale,  who  shall  have  signed  the  conditions  thereof,  shall 
have  the  option  of  taking  the  property  at  his  bid,  upon  paying  or 
accounting,  in  manner  aforesaid,  for  the  amount  thereof  within  ten  days 
after  the  expiration  of  the  aforesaid  twenty  days  from  the  day  of  sale. 
When  the  purchase  money  shall  have  been  paid  or  receipted  for,  and 
the  sale  confirmed  by  the  court,  the  said  Thomas  McElrath  will  execute 
and  deliver  to  the  purchaser  or  purchasers  a  good  and  sufficient  deed 
or  deeds,  conveying  the  premises  unto  him  or  them,  in  fee  simple. 

McElrath  vs.  the  Pittsburgh  and  Steubenville  Railroad  Company,  forty- 
nine,  January  term,  eighteen  hundred  and  sixty-six. 

And  now,  May  twenty-ninth,  eighteen  hundred  and  sixty-seven,  on 
motion  of  Theodore  Cuyler,  for  complainants,  the  within  and  foregoing 
decree  is  confirmed  and  approved  by  the  court,  and  the  court  so  order 
and  decree  as  therein  set  forth,  granting  leave,  nevertheless,  to  com¬ 
plainant  to  move  the  court,  or  the  judges  thereof,  at  Philadelphia,  to 
shorten  the  time  of  ninety  days  in  said  decree  prescribed  for  the  payment 
to  be  made  to  complainant  by  the  defendant,  the  Pittsburgh  and  Steuben¬ 
ville  Railroad  Company; 

And  whereas,  The  said  Pittsburgh  and  Steubenville  Railroad  Com¬ 
pany  made  default  in  complying  with  the  said  decree,  and  omitted  to  pay 
the  said  sum  of  eight  hundred  and  sixty-five  thousand  two  hundred  and 
thirty-four  dollars  and  six  cents  ($865,234.06),  or  any  part  thereof,  to  the 
said  Thomas  McElrath,  within  the  period  therein  mentioned,  or  at  any 
other  time,  and  the  said  Thomas  McElrath  having  given  due  and  legal 
notice  of  the  time  and  place,  and  terms  of  sale,  in  accordance  with  the 
said  decree  and  schedule  thereunto  annexed,  by  advertisement  published 
as  in  said  decree  directed,  did  on  Wednesday,  the  sixth  day  of  Novem¬ 
ber,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and  sixty-seven, 
at  twelve  o’clock  M.,  in  the  court  house  in  the  city  of  Pittsburgh,  exposed 
the  premises  in  the  said  schedule  and  hereinafter  described  to  sale  by 
public  vendue  or  outcry,  as  one  entire  lot,  and  sold  the  same  to  William' 
J.  Howard,  of  the  city  of  Philadelphia,  for  the  price  or  sum  of  one  million 
nine  hundred  and  sixty  thousand  dollars,  he  being  the  highest  and  best 
bidder,  and  that  the  highest  and  best  price  bid  for  the  same;  the  said 
William  J.  Howard  having  signed  the  conditions  of  sale,  and  paid  down 
the  sum  of  twenty-five  thousand  dollars  in  cash,  as  required  thereby; 

And  whereas,  The  said  Thomas  McElrath  did,  on  the  said  sixth  day 


CORPORATE  HISTORY. 


217 


of  November,  eighteen  hundred  and  sixty-seven,  make  return  of  the 
said  sale  to  the  judges  of  the  Supreme  Court  of  Pennsylvania,  and  it  was 
thereupon  ordered  and  decreed,  that  unless  cause  to  the  contrary  should 
be  shown  in  the  said  court,  the  clerk  of  the  said  court  should,  on  the 
twentieth  day  of  November,  instant,  make  entry  that  said  sale  should  be 
confirmed  absolutely,  and  that  thereupon  said  sale  should  be  decreed 
and  taken  to  be  absolutely  confirmed,  and  should  thereafter  stand  firm 
and  stable,  and  the  trustee,  the  said  Thomas  McElrath,  should  thereupon, 
upon  being  paid  the  balance  of  the  purchase  money,  according  to  the 
terms  of  the  decree  theretofore  made,  execute  a  deed,  or  other  good  or 
sufficient  assurance  of  title  in  the  law,  of  the  premises  to  said  purchaser  or 
his  assigns;  and  it  was  further  ordered,  that  notice  of  the  order  thus 
made  should  be  given  by  publication  for  six  days  in  the  Pittsburgh 
Commercial  and  also  in  the  Pittsburgh  Chronicle;  also  by  one  insertion 
in  the  Pittsburgh  Legal  Journal; 

And  whereas,  The  said  notice,  thus  required,  having  been  given  by 
publication  in  the  three  newspapers  aforesaid,  and  the  petition  of  John 
Smith,  Samuel  McFarland  and  others,  excepting  to  the  confirmation  of 
the  said  sale,  having  been  presented  to  the  said  court,  it  was  thereupon, 
on  the  twentieth  day  of  November,  in  the  year  of  our  Lord  one  thousand 
eight  hundred  and  sixty-seven,  ordered  by  the  said  court  as  follows, 
to  wit: 

And  now,  to  wit,  November  twentieth,  eighteen  hundred  and  sixty- 
seven,  it  is  ordered  that  the  sale  of  the  Pittsburgh  and  Steubenville  Rail¬ 
road,  made  to  William  J.  Howard,  Esquire,  for  one  million  nine  hundred 
and  sixty  thousand  dollars,  report  whereof  has  heretofore  been  made  to 
this  court,  be  confirmed  absolutely,  without  prejudice,  however,  to  the 
right  of  John  Smith,  Samuel  McFarland,  John  Russell,  Thomas  Huston, 
Joseph  McKnight,  G.  Veneman,  Doctor  William  Downan,  William  Criss, 
J.  McBurney,  W.  and  A.  Proudfit  and  John  McFarland,  who  have  this 
day  filed  of  record  a  statement  of  their  several  exceptions  to  the  con¬ 
firmation  of  the  sale  aforesaid,  to  participate  in  the  proceeds  of  sale; 

And  whereas,  The  said  William  J.  Howard  did,  within  twenty  days 
from  the  date  of  the  said  sale,  account  to  the  said  Thomas  McElrath  for 
the  balance  of  the  said  purchase  money,  partly  by  payment  in  cash  and 
partly  by  receipting  for  the  dividend  thereof  payable  on  bonds  and 
coupons  secured  by  the  said  mortgage,  which  were  then  held  by  the  said 
William  J.  Howard,  and  delivering  the  said  bonds  and  coupons  to  the 
said  Thomas  McElrath,  to  be  endorsed  with  the  payment  of  the  said 
dividend,  as  provided  by  the  aforesaid  decree  of  the  twenty-ninth  day  of 
May,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and  sixty-seven: 

Now,  know  ye,  That  in  consideration  of  the  premises,  and  under  and 
in  pursuance  of  the  said  decree  of  the  twenty-ninth  day  of  May,  in  the 
year  of  our  Lord  one  thousand  eight  hundred  and  sixty-seven,  and  of  the 
authority  thereby  conferred,  the  said  Thomas  McElrath  hath  granted, 
bargained,  sold,  aliened,  enfeoffed,  released  and  confirmed,  and  by  these 
presents  doth  grant,  bargain,  sell,  alien,  enfeoff,  release  and  confirm, 
unto  the  said  William  J.  Howard,  his  heirs,  executors,  administrators 
and  assigns,  the  whole  of  the  railroad,  together  with  the  lands,  depots, 


218  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

depot  grounds  and  buildings,  situate  between  and  at  the  termini  of  the 
railway  of  the  Pittsburgh  and  Steubenville  Railroad  Company,  at  the 
city  of  Pittsburgh  and  the  boundary  line  of  the  state  of  West  Virginia,  in 
the  counties  of  Allegheny  and  Washington,  in  the  state  of  Pennsylvania; 
and  also  all  the  property  and  franchises,  and  all  the  tolls,  issues,  income 
and  profits  of  the  said  company,  derivable  from  the  use  of  or  travel  on 
their  said  road,  or  any  part  thereof;  and  also  all  the  cars,  engines,  locomo¬ 
tives,  tenders,  horses,  or  other  things  used  in  the  business  or  manage¬ 
ment  of  said  railroad;  and  also  all  the  estate,  right,  title,  interest,  claim 
and  demand  of  the  said  company  of  and  in  that  portion  of  the  railroad 
operated  and  run  by  the  said  company,  through  their  lessees,  in  the  state 
of  West  Virginia,  between  the  boundary  line  of  the  state  of  Pennsylvania 
at  the  easterly  end,  and  the  river  Ohio  at  the  westerly  end,  which  passed 
to  the  said  Thomas  McElrath  under  and  by  force  of  the  terms  and  intent 
of  the  said  mortgage;  and  generally  all  the  lands,  rights  of  way,  railways, 
rails,  bridges,  culverts,  trestle  works,  buildings,  structures,  machinery, 
stations,  depots,  depot  grounds,  hereditaments  and  appurtenances,  per¬ 
sonal  estate  of  every  kind  and  description,  corporate  rights  and  fran¬ 
chises,  granted,  assigned  and  conveyed  by  the  said  mortgage,  or  intended 
so  to  be;  to  have  and  to  hold  the  said  premises  hereby  granted  or  men¬ 
tioned,  or  intended  so  to  be,  with  the  appurtenances,  unto  the  said  William 
J.  Howard,  his  heirs,  executors,  administrators  and  assigns,  to  his  and 
their  only  proper  use  and  behoof  forever,  free  and  discharged  from  all 
liens  and  incumbrances  whatever,  and  from  any  claim  or  demand  of  the 
said  Pittsburgh  and  Steubenville  Railroad  Company  thereon  or  thereto,  by 
way  of  equity  of  redemption  or  otherwise,  the  said  Pittsburgh  and  Steu¬ 
benville  Railroad  Company  being  absolutely  debarred  and  foreclosed  of 
and  from  any  such  claim  or  demand. 

In  witness  whereof,  The  said  Thomas  McElrath  has  hereunto  set  his 
hand  and  seal,  this  seventh  day  of  December,  in  the  year  of  our  Lord  one 
thousand  eight  hundred  and  sixty-seven  (1867). 

THOMAS  McELRATH,  [seal] 

Sealed  and  delivered  in  the  presence  of 
JAMES  E.  GOWEN, 

THEO.  CUYLER. 

Received,  the  day  of  the  date  of  the  above  written  deed  poll,  from  the 
above  named  William  J.  Howard,  the  sum  of  one  million  nine  hundred 
and  sixty  thousand  dollars,  being  the  full  purchase  money  above  men¬ 
tioned. 

THOMAS  McELRATH. 

Witnesses: 

JAMES  E.  GOWEN, 

THEO.  CUYLER. 

City  and  county  of  Philadelphia,  ss. 

Before  me,  the  subscriber,  one  of  the  judges  of  the  Supreme  Court  of 
the  state  of  Pennsylvania,  personally  appeared  the  within  named  Thomas 
McElrath,  who,  in  due  form  of  law,  acknowledged  the  within  written 


CORPORATE  HISTORY. 


219 


deed  poll  to  be  his  act  and  deed,  to  the  end  that  the  same  might  be 
recorded  as  such. 

In  testimony  whereof,  I  have  hereunto  set  my  hand  and  seal,  this 
seventh  day  of  December,  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  sixty-seven. 

JAMES  THOMPSON,  [seal] 
Chief  Justice  Supreme  Court  of  Pennsylvania. 

Deed  recorded,  Hancock  county,  W.  Va.,  Sept.  4,  1877,  Deed  Book  D, 
page  189;  Brooke  county,  W.  Va.,  Sept.  5,  1877,  Deed  Book  23,  page  312; 
Washington  county,  Pa.,  Nov.  9,  1877,  Deed  Book  1,  vol.  5,  page  65; 
Allegheny  county,  Pa.,  May  11,  1880,  vol.  406,  page  12.  Also  recorded 
in  Supreme  Court  for  Eastern  District  of  Pennsylvania,  Deed  Book  J. 
R.  S.  No.  1,  page  213. 


FIRST  MORTGAGE. 

Pan  Handle  Railway  Company  to  Thomas  T.  Firth,  Trustee. 

Dated  February  1,  1868. 

Securing  $3,500,000  bonds,  of  which  $3,000,000,  Nos.  1  to  30,  were  for 
$100,000  each,  and  $500,000,  numbered  31  to  530,  for  $1000  each,  dated 
February  1,  1868,  payable  February  1,  1898,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  first  day  of  February,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  sixty-eight,  between  the  Pan  Handle 
Railway  Company,  of  the  first  part,  and  Thomas  T.  Firth,  of  the  city  of 
Philadelphia,  of  the  second  part. 

Whereas,  The  board  of  directors  of  the  said  party  of  the  first  part 
have,  in  pursuance  of  law  and  by  the  consent  and  direction  of  the  stock¬ 
holders  authorized  the  making  and  execution  of  bonds  by  the  said  party 
of  the  first  part  for  the  sum  of  three  millions  five  hundred  thousand 
($3,500,000)  dollars;  that  is  to  say,  thirty  bonds,  to  be  numbered  con¬ 
secutively  from  number  1  to  number  30  inclusive,  for  one  hundred  thou¬ 
sand  dollars  each,  of  the  form,  tenor  and  effect  as  follows: 

United  States  of  America. 

No. -  Commonwealth  of  Pennsylvania.  $100,000. 

Loan  of  three  millions  five  hundred  thousand  dollars. 

Secured  by  first  mortgage. 

The  Pan  Handle  Railway  Company. 

The  Pan  Handle  Railway  Company  acknowledge  themselves  to  be  in¬ 
debted  to  Edmund  Smith,  or  bearer,  of  the  city  of  Philadelphia,  his 
executors,  administrators,  successors  or  assigns  in  the  sum  of  one  hun¬ 
dred  thousand  dollars  ($100,000)  lawful  money  of  the  United  States  of 
America,  which  sum  the  said  company  promise  to  pay  to  the  said  Ed¬ 
mund  Smith,  his  executors,  administrators,  successors  or  assigns,  at 
the  office  of  the  Pennsylvania  Railroad  Company,  in  the  city  of  Phila¬ 
delphia,  on  the  first  day  of  February,  A.  D.  one  thousand  eight  hundred 
and  ninety-eight  (1898),  with  interest  thereon  at  the  rate  of  seven  per 
centum  per  annum,  payable  on  the  first  day  of  August,  A.  D.  1868,  and 


220  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

semi-annually  thereafter  on  the  first  days  of  the  months  of  February 
and  August  in  each  year. 

This  bond  is  one  of  a  series  of  five  hundred  and  thirty  bonds,  thirty 
whereof  being  from  number  i  to  number  30  inclusive,  are  for  $100,000 
each,  and  five  hundred  whereof,  being  from  number  31  to  number  530, 
both  inclusive,  are  for  $1000  each,  all  of  which  are  secured  by  a  mortgage 
of  even  date  herewith  (duly  recorded)  of  the  estate,  real  and  personal,  and 
franchises  of  the  company  therein  mentioned,  duly  authorized  and  exe¬ 
cuted  and  delivered  by  said  company  to  Thomas  T.  Firth,  in  trust,  to 
secure  the  full  and  final  payment  of  the  same. 

The  principal  and  interest  of  this  bond  are  payable  without  deduction 
for  any  tax  or  taxes  now  or  hereafter  imposed  thereon  by  the  laws  of 
the  commonwealth  of  Pennsylvania  for  state  purposes  which  the  said 
company  is  or  may  be  required  by  the  laws  of  this  commonwealth  to 
retain  therefrom,  the  said  company  hereby  agreeing  to  pay  the  same. 

This  bond  is  transferable  by  the  holder  thereof  only  in  person  or  by 
attorney  duly  authorized,  upon  the  ,  books  of  said  company  at  their 
office  in  the  city  of  Philadelphia. 

In  witness  whereof,  the  said  company  have  caused  these  presents  to  be 
sealed  with  their  corporate  seal,  duly  attested  at  Philadelphia,  state  of 
Pennsylvania,  this  first  day  of  February,  A.  D.  one  thousand  eight  hun¬ 
dred  and  sixty-eight  (1868). 

J.  EDGAR  THOMSON,  President. 

Attest:  JOS.  LESLEY,  Secretary. 

This  bond  is  one  of  the  series  above  described,  and  is  secured  by  a 
first  mortgage,  duly  executed  and  recorded  as  above  stated. 

THOS.  T.  FIRTH,  Trustee. 

And  five  hundred  bonds  to  be  numbered  consecutively  from  number  31 
to  number  530,  both  inclusive,  for  $1000  (one  thousand  dollars),  each  of  the 
form,  tenor  and  effect  as  follows: 

United  States  ofAmerica. 

No. -  Commonwealth  of  Pennsylvania.  $1000. 

Loan  of  three  millions  five  hundred  thousand  dollars. 

Secured  by  first  mortgage. 

The  Pan  Handle  Railway  Company. 

The  Pan  Handle  Railway  Company  acknowledge  themselves  to  be  in¬ 
debted  to  Edmund  Smith,  Esqr.,  of  the  city  of  Philadelphia,  his  executors, 
administrators,  successors  or  assigns  in  the  sum  of  one  thousand  dollars 
($1000)  lawful  money  of  the  United  States  of  America,  which  sum  the  said 
company  promise  to  pay  to  the  said  Edmund  Smith,  Esq.,  his  executors, 
administrators,  successors  or  assigns  at  the  office  of  the  Pennsylvania 
Railroad  Company,  in  the  city  of  Philadelphia,  on  the  first  day  of  Feb¬ 
ruary,  A.  D.  one  thousand  eight  hundred  and  ninety-eight  (1898),  with 
interest  thereon  at  the  rate  of  seven  per  centum  per  annum,  payable  on 
the  first  day  of  August,  A.  D.  1868,  and  semi-annually  thereafter  on  the 
first  days  of  the  months  of  February  and  August  in  each  year. 


CORPORATE  HISTORY. 


221 


This  bond  is  one  of  a  series  of  five  hundred  and  thirty  bonds,  thirty 
whereof  being  number  i  to  number  30  inclusive,  are  for  $100,000  each,  and 
five  hundred  whereof  being  from  number  31  to  number  530,  both  in¬ 
clusive,  are  for  $1000  each,  all  of  which  are  secured  by  a  mortgage  of 
even  date  herewith  (duly  recorded)  of  the  estate,  real  and  personal,  and 
franchises  of  the  said  company  therein  mentioned,  duly  authorized  and 
executed  and  delivered  by  said  company  to  Thomas  T.  Firth,  in  trust, 
to  secure  the  full  and  final  payment  of  the  same. 

The  principal  and  interest  of  this  bond  are  payable  without  deduction 
for  any  tax  or  taxes  now  or  hereafter  imposed  thereon  by  the  laws  of  the 
commonwealth  of  Pennsylvania  for  state  purposes  which  the  said  com¬ 
pany  is  or  may  be  required  by  the  laws  of  this  commonwealth  to  retain 
therefrom,  the  said  company  hereby  agreeing  to  pay  the  same. 

This  bond  is  transferable  by  the  holder  thereof  only  in  person  or 
by  attorney  duly  authorized,  upon  the  books  of  said  company  at  their 
office  in  the  city  of  Philadelphia. 

In  witness  whereof,  The  said  company  have  caused  these  presents  to 
be  sealed  with  their  corporate  seal,  duly  attested  at  Philadelphia,  state 
of  Pennsylvania,  this  first  day  of  February,  A.  D.  one  thousand  eight 
hundred  and  sixty-eight  (1868). 

- ,  President. 

Attest: - ,  Secretary. 

This  bond  is  one  of  the  series  above  described,  and  is  secured  by  a 
first  mortgage,  duly  executed  and  recorded  as  above  stated. 

- ,  Trustee. 

And  whereas,  To  secure  the  payment  of  said  bonds,  the  said  board 
resolved  that  the  said  party  of  the  first  part  should  make,  execute  and 
deliver  to  Thomas  T.  Firth,  Esquire,  of  Philadelphia,  as  mortgagee,  in 
trust,  a  mortgage  of  the  railroad,  estate,  real  and  personal,  premises, 
hereditaments  and  appurtenances  and  corporate  rights  and  franchises 
acquired  and  to  be  acquired.  Now  this  indenture  witnesseth,  that  the 
said  party  of  the  first  part,  as  well  in  consideration  of  the  premises  and 
for  the  securing  the  payment  of  the  said  bonds,  together  with  the  interest 
to  accrue  the'reon,  as  of  the  sum  of  one  dollar  lawful  money  of  the 
United  States  unto  them  well  and  truly  paid  by  the  said  Thomas  T. 
Firth  at  the  time  of  the  execution  hereof,  the  receipt  whereof  is  hereby 
acknowledged,  have  granted,  bargained,  sold,  aliened,  enfeoffed,  released 
and  confirmed,  assigned,  transferred  and  set  over  and  by  these  presents,  in 
pursuance  and  execution  of  the  power  and  authority  in  them  vested  and 
of  all  and  every  other  power  and  authority  in  them  in  any  wise  vested, 
and  in  this  behalf  enabling,  do  grant,  bargain,  sell,  alien,  enfeoff,  release 
and  confirm,  assign,  transfer  and  set  over  unto  the  said  Thomas  T. 
Firth  and  his  successors,  as  hereinafter  mentioned,  his  heirs,  administra¬ 
tors  and  executors,  the  whole  of  the  railroad  of  the  party  of  the  first 
part,  beginning  on  the  south  side  of  the  Washington  turnpike  road  in 
the  borough  of  South  Pittsburgh,  county  of  Allegheny,  state  of  Penn¬ 
sylvania,  on  the  south  side  of  the  Monongahela  river,  opposite  the  city 
of  Pittsburgh,  at  its  point  of  connection  with  the  Pittsburgh  and  Steu- 


222  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


benville  extension  of  the  Pennsylvania  Railroad,  and  thence  through  the 
counties  of  Allegheny  ana  Washington  to  the  western  boundary  line  of 
the  state  of  Pennsylvania,  where  it  connects  with  the  railroad  in  the 
state  of  West  Virginia;  and  also  all  the  estate,  right,  title,  interest,  claim 
and  demand  formerly  of  the  Pittsburgh  and  Steubenville  Railroad  Com¬ 
pany,  of  and  in  that  portion  of  the  said  railroad  in  the  state  of  West 
Virginia,  extending  from  the  said  point  of  connection  at  the  state  line 
through  the  state  of  West  Virginia  to  a  point  near  the  easterly  side  of 
the  Ohio  river,  nearly  opposite  the  town  of  Steubenville,  in  the  state  of 
Ohio,  together  with  all  the  branches,  additions,  sidings  and  turnouts 
thereof  now  owned  and  that  may  hereafter  be  acquired,  and  all  lands, 
rails,  bridges,  wharves,  rights  of  way,  workshops,  machinery,  stations, 
offices,  depots,  depot  grounds,  engine  houses,  tracks,  and  all  lands,  tene¬ 
ments,  hereditaments  and  property  whatsoever  of  the  party  of  the  first 
part  now  owned  and  that  may  hereafter  be  acquired,  and  which  are  now 
or  may  at  any  time  hereafter  be  used  for  the  purpose  of  operating  the 
said  railroad  or  for  the  business  thereof,  and  together  with  all  the  rolling 
stock,  materials  and  property  of  the  party  of  the  first  part  now  owned 
or  that  may  hereafter  be  acquired  as  appurtenant  to  and  in  or  for  use 
upon  or  for  the  business  of  the  said  railroad,  and  together  with  all  the 
corporate  rights,  privileges  and  franchises  of  the  said  party  of  the  first 
part,  now  owned  or  that  may  hereafter  be  acquired,  connected  with  or 
relating  to  the  said  railroad,  and  generally  all  the  estate,  property,  right, 
title,  interest,  claim  and  demand  of  every  nature  and  kind  whatsoever  of 
the  said  party  of  the  first  part  which  became  vested  in  them  by  virtue 
of  the  purchase  of  the  same  by  the  sale  made  under  the  decree  of  the 
Supreme  Court  of  Pennsylvania  in  the  foreclosure  of  the  mortgage  of 
the  Pittsburgh  and  Steubenville  Railroad  Company  by  Thomas  McElrath, 
the  trustee  therein  named,  on  the  sixth  day  of  November,  A.  D.  eighteen 
hundred  and  sixty-seven,  and  which  is  fully  set  out  and  described  in 
the  deed  from  Thomas  McElrath  to  William  J.  Howard,  dated  December 
seventh,  A.  D.  eighteen  hundred  and  sixty-seven,  and  duly  recorded  in 
the  counties  of  Allegheny  and  Washington,  in  the  state  of  Pennsylvania, 
and  in  the  counties  of  Hancock  and  Brooke,  in  the  state  of  West  Vir¬ 
ginia.  To  have  and  to  hold  the  same,  with  the  appurtenances,  unto  the 
party  of  the  second  part  hereto  and  his  successors,  as  hereinafter  men¬ 
tioned,  his  heirs,  executors  and  administrators,  to  and  for  his  only  use 
and  behoof;  but  in  trust,  nevertheless,  for  the  use,  benefit  and  security, 
as  hereinafter  mentioned,  of  the  several  persons,  their  respective  suc¬ 
cessors,  executors,  administrators  and  assigns,  who  shall  be  or  become 
the  holders  of  the  said  bonds  as  aforesaid  intended  to  be  hereby  secured, 
or  any  of  them,  without  preference,  priority  or  distinction  whatsoever  to 
any  holder  of  any  such  bond  or  bonds;  subject  to  the  right  of  the  party 
of  the  first  part  and  their  successors  and  assigns  to  retain  the  free  and 
uncontrolled  use,  enjoyment,  possession  and  management  of  the  prem¬ 
ises  hereby  granted  or  intended  so  to  be  until  the  said  party  of  the 
second  part  is  authorized  to  enter  upon  or  sell  the  same,  as  hereinafter 
set  forth. 

And  it  is  hereby  expressly  covenanted,  agreed  and  understood  by  and 


CORPORATE  HISTORY. 


223 


between  the  parties  hereto  (the  said  party  of  the  first  part  covenanting 
as  well  for  themselves  as  their  successors  and  assigns,  and  the  said  party 
of  the  second  part  covenanting  as  well  for  himself  as  his  successor  or 
successors  in  the  trust)  in  manner  following,  viz.: 

First.  That  they,  the  party  of  the  first  part,  will  punctually  pay  to 
the  holders  of  the  bonds  aforesaid  intended  to  be  hereby  secured,  the 
interest  thereon  semi-annually  as  the  same  shall  become  due  and  pay¬ 
able,  according  to  the  terms  in  said  bonds  contained  and  on  the  days 
therein  respectively  mentioned  for  the  payment  of  the  same;  and  shall 
and  will  also  on  the  days  and  time  mentioned  in  said  bonds  respectively, 
or  whenever  the  said  principal  sums  of  said  bonds  shall,  according  to 
the  provisions  hereof,  become  due  and  payable,  fully  and  entirely  pay 
off  and  satisfy  as  aforesaid  the  whole  of  the  said  bonds,  principal  and 
interest  without  further  delay  and  without  deduction  from  either  said 
principal  or  interest  for  any  tax  or  taxes  imposed  thereon  by  the  laws 
of  the  commonwealth  of  Pennsylvania  for  state  purposes  which  the  said 
party  of  the  first  part  is  or  may  be  required  by  the  laws  of  said  com¬ 
monwealth  to  retain  therefrom,  the  said  party  of  the  first  part  hereby 
agreeing  to  pay  the  same. 

Second.  That  if  the  party  of  the  first  part  hereto,  their  successors  or 
assigns  shall  at  any  time  hereafter,  after  demand  made,  make  default  or 
refuse,  neglect  or  omit,  for  any  period  exceeding  six  months,  to  pay  the 
semi-annual  interest  on  the  bonds  intended  to  be  hereby  secured,  or 
any  of  them,  or  shall  after  demand  made  make  default  or  refuse,  neglect 
or  omit  for  any  period  exceeding  six  months,  to  pay  the  principal  sum 
of  each  and  all  of  the  said  bonds  intended  to  be  hereby  secured,  or  any 
of  them,  when  and  as  the  same  become  due  and  payable,  then  and  in 
either  such  case  the  said  trustee  or  trustees  for  the  time  being,  shall  and 
will,  upon  the  written  request  of  holders  of  one-fourth  in  amount  of  the 
said  bonds  then  outstanding,  enter  upon  and  take  possession  of  the 
railroads,  estates,  real  and  personal,  and  premises  hereby  mortgaged,  or 
agreed  or  intended  so  to  be,  and  shall  and  will  thereupon  operate,  use, 
manage  and  control  the  said  railroads,  estates,  real  and  personal,  pos¬ 
session  of  which  may  be  so  taken  to  the  best  advantage,  and  appropriate 
the  net  income  and  proceeds  derived  therefrom  (after  deducting  the 
expenses  of  this  trust  and  such  sum  or  sums  as  may  be  sufficient  to 
indemnify  the  trustee  or  trustees  for  the  time  being  against  any  liability, 
loss  or  damage  for  or  on  account  of  any  matter  or  thing  done  by  him  in 
good  faith  in  pursuance  of  his  duty  as  trustee)  to  the  payment  in  full, 
without  giving  preference,  priority  or  distinction  to  one  bond  over 
another,  firstly,  of  the  interest  due  on  and,  secondly,  of  the  principal  of, 
all  of  the  aforesaid  bonds  then  outstanding  and  intended  to  be  hereby 
secured  in  full,  if  the  said  income  and  proceeds  be  sufficient,  but  if  not, 
then  pro  rata;  or  the  said  trustee  shall  and  will  after,  or  without,  enter¬ 
ing  upon  or  taking  such  possession,  upon  the  written  request  of  holders  of 
a  like  amount  of  said  bonds  then  outstanding,  proceed  to  sell  the  rail¬ 
roads,  estates,  real  and  personal,  corporate  rights  and  franchises  and 
premises  hereby  mortgaged,  or  agreed  or  intended  so  to  be,  to  the  high¬ 
est  and  best  bidder  at  public  sale  in  the  city  of  Philadelphia  (first  giving 


224  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


at  least  two  months’  notice  of  such  intended  sale  by  publication,  to  be 
made  twice  in  each  week,  in  at  least  two  daily  newspapers  published 

in  each  of  the  said  cities  of  Philadelphia  and  Pittsburgh),  and  grant 

and  convey  the  same  to  the  purchaser  or  purchasers  freed  from  all  and 
every  the  trusts  hereby  created,  without  liability  to  see  to  the  applica¬ 
tion  of  the  purchase  money;  and  shall  and  will  appropriate  the  purchase 
money,  after  deductions  made  for  expenses  of  the  trust  and  indemnity  to 
the  trustee  as  aforesaid,  to  the  payment  as  aforesaid,  firstly,  of  the  in¬ 
terest  due  on,  and  secondly,  of  the  principal  of  said  outstanding  bonds 
in  full  if  said  purchase  money  be  sufficient,  but  if  not,  then  pro  rata;  and 
in  the  event  of  there  being  in  the  hands  of  the  said  trustee  any  portion 

of  the  trust  estate  or  the  proceeds  thereof  after  the  payment  in  full  of 

the  principal  and  interest  of  the  aforesaid  bonds,  then  the  said  trustee 
shall  reconvey,  retransfer  or  pay  over  the  same  to  the  party  of  the  first 
part,  their  successors  or  assigns  for  their  sole  use  and  benefit.  It  being 
distinctly  understood  and  agreed,  that  in  the  event  of  any  such  entry  or 
taking  possession  of  the  railroads,  estates,  real  and  personal,  and  prem¬ 
ises  hereby  mortgaged,  or  agreed  or  intended  so  to  be,  or  in  the  event 
of  any  sale  thereof  by  the  said  trustees  or  trustee  for  the  time  being,  as 
hereinbefore  mentioned,  then  and  in  either  such  case  the  whole  prin¬ 
cipal  sum  of  each  and  all  of  the  said  bonds  then  outstanding  and  in¬ 
tended  to  be  hereby  secured  shall  forthwith  become  due  and  payable. 

Third.  That  the  party  of  the  first  part  shall  and  will,  from  time  to 
time  hereafter,  upon  the  demand  of  said  trustee,  grant,  convey,  confirm, 
assign,  transfer  and  set  over  unto  the  said  trustee  all  real  estate  which 
may  be  hereafter  acquired,  and  all  personal  estate,  corporate  rights  and 
franchises  which  they,  the  party  of  the  first  part,  shall  hereafter  in  any 
way  or  manner  acquire,  as  appurtenant  to  or  in  or  for  use  upon  or  for 
the  business  of  the  said  railroads,  and  shall  and  will  also  make,  do. 
seal,  execute,  deliver  and  acknowledge,  or  cause  to  be  made,  done, 
sealed,  executed,  delivered  and  acknowledged  all  and  every  such  further 
acts,  matters,  things,  deeds,  conveyances  and  assurances  in  the  law  for 
the  better  assuring,  conveying  and  confirming  unto  the  said  trustee,  all 
and  singular,  the  hereditaments  and  premises,  estates  and  property 
hereby  conveyed,  or  intended  so  to  be,  or  which  are  hereafter  covenanted 
and  agreed  to  be  hereafter  conveyed  to  the  said  trustee  as  by  such  trustee 
may,  or  his  counsel  learned  in  the  law  shall,  be  desired  or  required  for 
the  better  effectuating  and  carrying  out  the  provisions,  objects  and  pur¬ 
poses  of  this  mortgage  and  securing  the  payment  of  the  principal  and 
interest  of  the  bonds  intended  to  be  hereby  secured;  all  which  estates 
shall  be  held  by  the  said  trustee  in,  under  and  upon  the  several  and 
respective  trusts,  and  for  the  uses  and  purposes  and  subject  to  the 
powers  and  authorities  herein  mentioned,  declared,  given  and  expressed. 

Fourth.  That  it  shall  and  may  be  lawful  for  the  said  party  of  the 
first  part,  their  successors  and  assigns,  by  and  with  the  consent  and 
approval,  in  writing,  of  the  said  trustee,  at  any  time  or  times  hereafter, 
to  exchange  for  other  property  or  to  sell  any  part  of  the  hereby  mort¬ 
gaged  estates  and  premises  free  and  clear  from  the  lien  or  incumbrances 
of  these  presents,  and  to  convey  the  same  without  liability  on  the  part 


CORPORATE  HISTORY. 


225 


of  the  grantee  for  the  disposition  of  the  price  paid  or  property  received  in 
exchange;  provided,  however,  that  the  proceeds  of  any  sale  so  made 
shall,  at  the  option  of  said  party  of  the  first  part,  be  invested  by  them 
either  in  the  '  improvement  of  any  remaining  part  of  the  mortgaged 
premises,  or  in  the  purchase  by  said  party  of  the  first  part  of  other 
property,  real  or  personal,  which  property  so  purchased,  as  also  any  that 
may  be  acquired  in  exchange  as  aforesaid  by  the  party  of  the  first  part, 
shall  be  subject  to  all  the  trusts  hereby  declared  (including  that  of  sale 
or  exchange)  of  the  property  in  this  indenture  described,  and  shall  be 
conveyed  in  mortgage  by  the  party  of  the  first  part  to  the  said  trustee 
to  be  so  held;  or  in  the  purchase  of  bonds  hereby  secured,  which  bonds 
so  purchased  shall  be  forthwith  cancelled  and  delivered  to  the  party  of 
the  second  part. 

Fifth.  That  in  the  event  of  the  death,  resignation,  neglect,  refusal  or 
incapacity  to  act  of  the  trustee  herein  named,  or  any  successor  in  the 
trust,  then  the  party  of  the  first  part  hereto  shall  have  full  power  and 
authority  to  nominate  and  appoint  new  trustees  or  trustee  for  the 
purpose  of  filling  the  vacancy  so  caused  and  supplying  the  place  of 
such  trustee  so  dying,  resigning,  neglecting,  refusing  or  becoming  in¬ 
capable  to  act;  and  the  said  trustees  or  trustee  so  nominated  and  ap¬ 
pointed  shall  take  upon  themselves  or  himself  the  same  trusts  and  have  the 
same  powers  and  be  subject  to  all  the  stipulations  and  conditions  of  this 
indenture;  and  which  trusts,  powers,  stipulations  and  conditions  it  is 
hereby  agreed  and  declared  shall  extend  to  and  be  performed  and 
executed  by  such  newly  appointed  trustees  or  trustee  as  they  can  or 
may  or  could  or  might  be  by  the  party  named  herein  as  party  of  the 
second  part;  and  the  like  nomination  and  appointment  shall  and  may 
be  made  and  carried  into  effect  in  like  manner  and  as  often,  from  time 
to  time,  as  there  may  be  occasion  therefor  and  with  the  same  effect  as 
before  mentioned. 

Sixth.  And  it  is  hereby  further  covenanted  and  agreed  as  aforesaid, 
and  this  trust  is  accepted  upon  the  express  condition  that  said  trustee 
shall  not  nor  shall  any  future  trustees  or  trustee  incur  any  liability  or 
responsibility  whatever  in  consequence  of  permitting  or  suffering  said 
party  of  the  first  part  to  retain  or  be  in  possession  of  the  railroads,  estates 
and  premises  hereby  mortgaged,  or  agreed  or  intended  so  to  be,  or  any 
part  thereof,  and  to  use  and  enjoy  the  same;  nor  shall  said  trustee  or 
any  future  trustees  or  trustee  be  or  become  responsible  or  liable  for  any 
destruction,  deterioration,  determination,  loss,  injury  or  damage  which 
may  be  done  or  occur  to  the  railroads  and  estates  hereby  mortgaged, 
or  agreed  or  intended  so  to  be,  either  by  said  party  of  the  first  part  or 
their  agents  or  servants,  or  by  any  other  person  or  persons  whomso¬ 
ever;  nor  shall  any  such  trustee  or  trustees,  present  or  future,  be  in  any 
way  responsible  for  the  consequences  of  any  breach  on  the  part  of  the 
party  of  the  first  part  of  any  of  the  covenants  herein  contained,  nor  of 
any  act  of  said  party  of  the  first  part,  their  agents  or  servants;  nor 
shall  the  said  trustees  or  trustee,  present  or  future,  be  or  become  liable 
or  responsible  for  any  cause,  matter  or  thing  except  their  or  his  own 
wilful  and  intentional  breaches  of  the  trust  herein  expressed  and  con- 


15 


226  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

tained:  Provided  always,  nevertheless,  that  if  the  party  of  the  first  part, 
their  successors  or  assigns,  shall  and  do  well  and  truly  pay  or  cause  to 
be  paid  unto  the  person  or  persons,  bodies  politic  or  corporate,  who  shall 
become  holders  of  the  bonds  intended  to  be  secured  hereby,  the  several 
and  respective  sums  expressed  therein  on  the  day  and  time  hereinbefore 
mentioned  for  payment  thereof,  together  with  the  lawful  interest  for  the 
same,  according  to  the  provisions  of  the  said  recited  obligations  or 
bonds,  or  in  accordance  with  the  provisions  hereof,  without  any  fraud 
or  further  delay;  or  if  the  holders  of  the  said  bonds  hereby  secured 
should  at  any  time  before  the  maturity  of  the  same  exchange  the  same 
for  bonds  of  a  consolidated  corporation,  to  be  composed  of  the  party  of 
the  first  part  and  any  other  corporation  or  corporations  owning  or 
operating  connecting  and  continuous  lines  of  railway  from  South  Pitts¬ 
burgh  aforesaid  to  Columbus,  in  the  state  of  Ohio,  then  and  from 
thenceforth,  as  well  this  present  indenture,  and  the  estates  and  property 
hereby  granted  and  conveyed,  or  hereby  agreed  so  to  be,  as  the  said 
recited  obligations  shall  become  void  and  of  no  effect,  anything  herein¬ 
before  contained  to  the  contrary  thereof  notwithstanding;  and  satisfac¬ 
tion  shall  be  forthwith  duly  entered  by  the  said  trustee  upon  the  record 
of  this  indenture  of  mortgage. 

In  witness  whereof,  The  said  the  Pan  Handle  Railway  Company  has 
hereunto  affixed  its  common  or  corporate  seal;  and  the  president  of  said 
company,  by  virtue  of  the  authority  vested  in  him,  has  hereunto  affixed 
his  signature;  and  the  secretary  of  said  company  has  duly  attested  the 
execution  hereof  this  the  day  and  year  first  aforesaid. 

The  word  “  further  ”  interlined  on  second  line  of  page  nine  before 
signing. 

J.  EDGAR  THOMSON, 
President,  Pan  Handle  Railway  Company. 

[seal]  Attest:  JOS.  LESLEY,  Secretary. 

Sealed  and  delivered  in  presence  of  us: 

SAMUEL  L.  TAYLOR, 

W.  W.  DOUGHERTY. 

I  do  hereby  accept  the  foregoing  trust.  In  witness  whereof,  I  have 
hereunto  set  my  hand  and  seal,  this  19th  day  of  March,  A.  D.  one  thou¬ 
sand  eight  hundred  and  sixty-eight  (1868). 

THOS.  T.  FIRTH,  Trustee,  [seal] 

Witness  present: 

SAMUEL  L.  TAYLOR, 

W.  W.  DOUGHERTY. 

Sworn  and  subscribed  by  J.  Edgar  Thomson  and  Joseph  Lesley  before 
W.  W.  Dougherty,  alderman,  Philadelphia,  Pa.,  March  19,  1868. 

Acknowledged  before  Samuel  L.  Taylor,  commissioner  for  West  Vir¬ 
ginia  in  Philadelphia,  March  19,  18 68. 

Recorded,  Allegheny  county,  Pa.,  May  25,  1868,  Mortgage  Book,  vol¬ 
ume  78,  page  568.  Also  recorded  in  Hancock  and  Brooke  counties, 
West  Virginia  and  Washington  county,  Pa. 


CORPORATE  HISTORY. 


227 


SATISFACTION  OF  MORTGAGE. 

Endorsed  on  mortgage  July  18,  1876.  The  24  bonds  issued  under  this 
mortgage  were  cancelled  and  destroyed  by  burning.  See  certificate  of 
Firth,  trustee,  and  Messrs.  Ball  and  Lesley  on  file  in  auditor’s  office  of 
P.  C.  &  St.  L.  Ry.  Co.,  July  19,  1876.  July  21,  1876,  the  mortgage  was 
satisfied  of  record  in  the  recorder’s  offices  of  Allegheny  county,  Pa.,  and 
Brooke  county,  W.  Va.,  and  in  November,  1880,  cancelled  in  Washington 
county,  Pa.,  and  Hancock  county,  W.  Va. 

W.  H.  BARNES,  Secretary. 

HOLLIDAY’S  COVE  RAILROAD  COMPANY.1 

Laws  of  Virginia  and  West  Virginia. 

An  Act  to  Incorporate  the  Holliday’s  Cove  Railroad  Company. 

Passed  March  30,  i860. 

Section  1.  That  it  shall  be  lawful  to  open  books  at  Holliday’s  Cove,  in 
the  county  of  Hancock,  upon  ten  days’  notice,  under  the  direction  of 
Benjamin  Griffith,  James  Patterson,  Nathaniel  Wells,  John  Knox,  John 
Hindman,  George  Orr,  Samuel  Roberts,  Ewing  Turner,  and  Thomas 
Donovan,  or  any  three  of  them,  at  such  time  or  times  as  they  may  deem 
proper,  and  in  such  other  place  or  places,  and  under  the  direction  of 
such  agents  as  the  commissioners'  acting  may  appoint,  for  the  purpose  of 
receiving  subscriptions  to  the  amount  of  three  hundred  thousand  dollars, 
divided  into  shares  of  fifty  dollars  each,  to  constitute  a  joint  capital 
stock,  for  the  purpose  of  constructing  a  railroad  from  the  Pennsylvania 
line  to  or  near  the  city  of  Steubenville,  Ohio. 

Section  2.  When  six  hundred  shares  of  the  stock  shall  have  been 
subscribed,  the  subscribers  and  their  successors  shall  be  and  are  hereby 
incorporated  into  a  company,  by  the  name  of  the  Holliday’s  Cove  Rail¬ 
road  Company,  subject  to  all  the  provisions  and  entitled  to  all  the  bene¬ 
fits  and  powers  conferred  by  the  provisions  of  chapters  56  and  57  of  the 
code  of  Virginia,  so  far  as  the  same  may  be  applicable,  and  not  incon¬ 
sistent  with  the  provisions  of  this  charter. 

Section  3.  The  said  company  shall  be  and  are  hereby  authorized  and 
empowered  to  erect  a  railroad  bridge  across  the  Ohio  river,  at  or  near 
the  mouth  of  Harman’s  creek,  of  a  character  that  they  may  deem  sufficient 
for  all  their  railroad  purposes,  subject  to  the  conditions  and  provisions 
hereinafter  contained:  And  provided,  that  said  bridge  shall  be  so  con¬ 
structed  as  to  leave  an  unobstructed  headway  over  the  channel  of  the 
Ohio  river  of  not  less  than  ninety  feet  above  low-water  mark,  and  such 
channel  or  water-way  shall  have  an  unobstructed  width  of  not  less  than 
three  hundred  feet  between  the  piers  next  said  channel. 

Section  4.  The  said  company  shall  have  power  to  borrow  money  to 
any  amount  not  exceeding  three  hundred  thousand  dollars;  to  issue 
bonds,  plain  or  coupon,  for  the  payment  of  the  same,  bearing  any  rate 
of  interest  not  exceeding  seven  per  centum  per  annum,  and  to  secure 
said  bonds  by  mortgage  upon  the  whole  or  any  portion  of  their  property. 


1  See  page  18. 


228  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


the  income  and  franchises  thereof;  and  sales  of  said  bonds  at  less  than 
par  shall  not  be  deemed  infractions  of  the  usury  law.  Said  bonds 
may  be  made  convertible  into  stock  within  a  time  to  be  specified  therein, 
and  their  place  of  payment,  principal  and  interest,  may  be  designated  by 
the  board  of  directors. 

Section  5.  The  said  company  may  purchase,  accept,  adopt  and  use  as 
its  own,  any  railroad  or  bridge  heretofore  constructed,  in  whole  or  in 
part,  between  its  termini,  upon  such  terms  as  to  consideration  given, 
and  times  of  payment,  as  they  may  agree  upon,  and  may  secure  the 
payment  of  said  consideration,  or  any  part  thereof,  with  interest  thereon, 
at  a  rate  not  exceeding  seven  per  centum  per  annum,  by  mortgage  upon 
the  property  purchased,  its  income  and  franchises;  and  such  secured 
consideration  shall  not  be  held  to  constitute  any  portion  of  the  amount 
hereinbefore  authorized  to  be  borrowed;  and  they  may  lease  their  road 
or  bridge,  or  both,  to  any  person  or  persons,  domestic  or  foreign  cor¬ 
poration,  any  of  which  shall  have  power  to  subscribe  to  the  stock  of 
said  company,  and  to  lease  and  operate  the  aforesaid  road  or  bridge,  or 
both,  subject  to  the  provisions  of  chapters  56  and  57  of  the  code  of 
Virginia,  and  this  act. 

Section  6.  The  maximum  tolls  that  may  be  charged  by  said  company, 
or  any  lessee,  for  the  use  of  said  bridge,  shall  be  fifteen  cents  for  each 
passenger;  fifteen  cents  for  each  ton  of  freight;  one  dollar  for  each  pas¬ 
senger,  express  or  baggage  car;  fifty  cents  for  each  eight-wheeled,  and 
twenty-five  cents  for  each  four-wheeled  freight  car. 

Section  7.  Beyond  laying  the  foundations  of  the  abutments  and  piers, 
and  raising  the  masonry  of  the  same  to  the  height  of  six  feet  above  low- 
water  mark,  no  work  shall  be  done  either  on  said  road  or  said  bridge 
across  the  Ohio  river,  until  a  railroad  bridge  is  chartered  to  be  erected 
over  the  Ohio  river  at  or  near  Wheeling,  and  the  piers  and  abutments  of 
the  same  built  to  the  height  of  six  feet  above  low-water  mark,  after  which 
the  bridge  herein  authorized  may  progress  to  completion,  pari  passu,  or 
as  nearly  so  as  possible,  with  the  aforementioned  bridge  at  Wheeling. 

Section  8.  Prior  to  the  commencement  of  work  upon  either  the  road 
or  bridge  herein  authorized,  two  hundred  thousand  dollars  must  be  sub¬ 
scribed  by  good  parties  to  the  capital  stock  of  the  aforesaid  bridge  com¬ 
pany  at  Wheeling;  and  this  charter  shall  not  be  considered  as  continuing 
in  force  for  any  purpose,  unless  said  bridge,  at  Wheeling,  is  completed 
and  ready  for  use  at  least  thirty  days  before  the  completion  and  opening 
for  use  of  the  road  and  bridge,  or  either,  herein  authorized,  except  that 
the  company  hereby  incorporated  may  use  said  road  for  conveying  local 
freight  and  travel  originating  between  the  Ohio  river  and  the  Corks-run 
Summit  Tunnel,  on  the  Pittsburgh  and  Steubenville  Railroad. 

Section  9.  The  company  hereby  incorporated  shall  not  open  their  road 
or  bridge  (except  as  before  provided)  for  purposes  of  business,  until 
there  shall  be  ready  for  use  from  Pittsburgh  to  Wheeling,  either  by  way 
of  the  Chartiers  Valley  and  Hempfield  Railroads,  or  the  Pittsburgh  and 
Steubenville  Road,  and  the  road  hereby  incorporated  extended  to  Wheel¬ 
ing,  which  said  extension  may  be  made  via  the  town  of  Wellsburg,  in 
Brooke  county,  Virginia,  a  first-class  railroad,  with  proper  equipments. 


CORPORATE  HISTORY. 


229 


Section  10.  The  charges  on  the  line  from  Pittsburgh  to  Wheeling,  by 
either  of  the  lines  mentioned  in  the  ninth  section,  shall  not  be  greater  in 
proportion  to  distance  on  through  freight  and  travel  for  twenty  years, 
than  on  the  same  class  of  through  freight  and  travel  from  Pittsburgh  to 
Steubenville,  via  the  road  and  bridge  hereby  authorized,  nor  shall  any 
discrimination  be  made  in  the  workings  of  the  road  from  Steubenville 
to  Pittsburgh,  to  the  injury  of  said  line  from  Pittsburgh  to  Wheeling, 
as  to  equipments  and  facilities  for  transportation,  or  other  necessary 1 
accommodations  of  trade  or  travel. 

Section  11.  The  conditions,  restrictions  and  obligations  herein  im¬ 
posed,  in  the  third,  seventh,  and  the  subsequent  sections,  are  to  be  re¬ 
garded  as  enacted  for  the  benefit  of  Wheeling,  and  in  consideration  of 
concessions  by  her  herein  made  to  the  parties  applying  for  this  charter, 
to  such  an  extent  (and  said  company  hereby  incorporated,  and  any  other 
company  or  persons  accepting  or  acting  under  this  charter,  or  running 
or  working  the  road  and  bridge  hereby  authorized,  shall  be  deemed  to 
guaranty  to  Wheeling  the  faithful  fulfillment  and  observance  of  said 
conditions,  restrictions,  obligations  and  prohibitions),  that  said  city  of 
Wheeling  may  enforce  these  provisions  and  guarantees,  by  injunction  or 
other  legal  remedy,  in  her  own  name  or  otherwise. 

Section  12.  If  the  books  for  the  taking  of  stock  in  the  Wheeling  Rail¬ 
road  Bridge  Company,  hereinbefore  referred  to  (provided  said  company 
is  chartered  at  this  session  of  the  legislature),  are  not  open  by  the  com¬ 
missioners  therein  appointed,  within  sixty  days  after  the  procuring  of 
said  Wheeling  Railroad  Bridge  charter,  the  restrictions  in  sections  seven, 
eight,  nine  and  ten  of  this  bill  shall  be  void.2 

Section  13.  Unless  the  charter  is  obtained  from  the  General  Assembly 
of  Virginia,  at  the  present  session,  to  erect  the  proposed  railroad  bridge 
at  or  near  Wheeling,  this  act,  and  every  part  thereof,  shall  be  null  and 
void.3 

Section  14.  This  act  shall  be  in  force  from  its  passage. 

Laws  of  Virginia,  1859-60,  p.  266,  chap.  126. 


An  Act  to  Amend  the  Charter  of  the  Holliday’s  Cove  Railroad 

Company. 

Passed  January  19,  1863. 

Section  1.  That  the  Holliday’s  Cove  Railroad  Company,  or  its  lessees, 
*  may  locate,  construct,  furnish  and  work  a  branch  railroad,  from  their  ter¬ 
minus  on  the  eastern  side  of  the  Ohio  river,  through  the  town  of  Wells- 
burg,  in  Brooke  county,  to  the  city  of  Wheeling. 

Section  2.  That  sections. 7,  8,  9,  10,  11,  12  and  13  of  an  “Act  to  incor¬ 
porate  the  Holliday’s  Cove  Railroad  Company,”  passed  March  30,  i860, 
be  and  the  same  are  hereby  repealed:  Provided,  however,  that  this  act 
shall  be  of  no  effect  until  the  Western  Transportation  Company  of  Penn¬ 
sylvania,  named  in  the  eighth  section  of  the  act,  entitled  “  An  act  to  in¬ 
corporate  the  Wheeling  Railroad  Bridge  Company,”  passed  the  30th 


1  Sections  repealed,  see  next  act. 

2  Sections  repealed,  see  next  act. 


3  Sections  repealed,  see  next  act. 


230  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

day  of  March,  i860,  transfer  and  assign  to  Thomas  Sweeney  and  Sobieski 
Brady,  or  the  survivors  of  them,  any  and  all  right  and  interest  it  has  in 
said  bridge  company  and  in  the  capital  stock  thereof,  and  upon  such 
transfer  the  said  Western  Transportation  Company  shall  not  be  liable 
for  any  installments  upon  said  stock  accruing  thereafter. 

Section  3.  This  act  shall  be  in  force  from  its  passage. 

Acts  West  Virginia,  1862-3,  extra  session,  p.  15. 


An  Act  to  Authorize  the  Holliday’s  Cove  Railroad  Company  to 

Borrow  Money. 

Passed  February  7,  1865. 

Section  1.  Be  it  enacted  by  the  legislature  of  West  Virginia,  That  the 
Holliday’s  Cove  Railroad  be,  and  it  is  hereby  empowered,  in  addition  to 
the  amount  already  authorized  by  law,  to  borrow  money  to  an  amount 
not  exceeding  five  hundred  thousand  dollars,  at  a  rate  not  exceeding 
seven  per  centum  per  annum;  to  issue  bonds,  plain  or  coupon,  for  the 
payment  of  the  same,  and  to  secure  said  bonds  by  mortgage  on  their 
road  or  bridge,  or  both,  and  the  income  thereof,  and  all  the  franchises 
of  the  said  company. 

Section  2.  The  place  of  payment  of  the  principal  and  interest  of  said 
bonds  may  be  designated  by  the  directors  of  the  company,  and  the 
sales  thereof  at  less  than  par  shall  not  be  deemed  infractions  of  the 
usury  law. 

Acts  of  West  Virginia,  third  session,  p.  9. 


An  Act  to  Authorize  the  Holliday’s  Cove  Railroad  Company  to 

Increase  the  Amount  of  its  Capital  Stock  and  Bonded  Debt. 

Passed  February  27,  1867. 

Section  1.  Be  it  enacted  by  the  legislature  of  West  Virginia,  That  the 
Holliday’s  Cove  Railroad  Company  be,  and  the  same  is  hereby  authorized, 
to  increase  its  capital  stock  to  one  million  five  hundred  thousand  dollars. 

Section  2.  That  said  company,  including  as  part  thereof  the  debt 
already  contracted,  may  borrow  money  to  an  amount  not  exceeding  its 
capital  stock  at  the  time  being;  may  issue  bonds  therefor  at  a  rate  of 
interest  not  exceeding  seven  per  centum  interest,  payable  at  times  and 
places  to  be  fixed  by  the  directors,  and  to  secure  the  payment  of  prin¬ 
cipal  and  interest,  by  a  mortgage  or  mortgages  upon  all  or  any  part 
of  its  property. 

Laws  of  West  Virginia,  1867,  p.  112. 

An  Act  to  Establish  Certain  Post  Roads. 

Approved  July  14,  1862. 

Be  it  enacted  by  the  Senate  and  House  of  Representatives  of  the  United 
States,  in  Congress, assembled,  That  the  bridge  partly  constructed  across 
the  Ohio  river  at  Steubenville,  in  the  state  of  Ohio,  abutting  on  the  Vir- 


CORPORATE  HISTORY. 


231 


ginia  shore  of  said  river,  is  hereby  declared  to  be  a  lawful  structure: 
Provided,  that  when  completed,  if  constructed  without  a  draw,  it  shall 
leave  an  unobstructed  headway  in  the  channel  of  the  river  of  not  less 
than  ninety  feet  above  low-water  mark,  and  such  channel  or  water-way 
shall  have  an  unobstructed  width  of  not  less  than  three  hundred  feet 
between  the  piers  next  to  said  channel  or  water-way;  and  one  of  the 
spans  next  adjoining  thereto  shall  not  be  less  than  two  hundred  and 
twenty  feet  in  length;  or  said  bridge,  if  constructed  with  a  draw,  the 
same  to  be  constructed  under  the  limitations  and  conditions  provided  in 
the  fourth  section  of  this  act. 

Section  2.  That  the  said  bridge  and  Holliday’s  Cove  Railroad  are 
hereby  declared  a  public  highway,  and  established  a  post  road  for  the 
purpose  of  transmission  of  mails  of-  the  United  States,  and  that  the  Steu¬ 
benville  and  Indiana  Railroad  Company,  chartered  by  the  legislature  of 
the  state  of  Ohio,  and  the  Holliday’s  Cove  Railroad  Company,  chartered 
by  the  state  of  Virginia,  or  either  of  them,  are  authorized  to  complete, 
maintain  and  operate  said  road  and  bridge  when  completed,  as  set  forth 
in  the  preceding  section,  anything  in  any  law  or  laws  of  the  above  named 
states  to  the  contrary  notwithstanding. 

Section  3.  That  it  shall  be  lawful  for  any  other  railroad  company  or 
companies,  whose  line  or  lines  of  road  may  now  or  shall  hereafter  be 
built  to  the  Ohio  river,  above  the  mouth  of  the  Big  Sandy  river,  in 
accordance  with  the  terms  of  the  charter  or  charters  of  such  company 
or  companies,  to  build  a  bridge  across  said  river,  for  the  more  perfect 
connection  of  any  such  roads,  and  for  the  passage  of  trains  thereof,  under 
the  limitations  and  conditions  hereafter  provided. 

Section  4.  That  any  bridge  erected  under  the  privileges  of  this  act 
may,  at  the  option  of  the  company  or  companies  building  the  same,  be 
built  either  as  a  drawbridge,  with  a  pivot  or  other  form  of  draw,  or  with 
unbroken  and  continuous  spans:  Provided,  that  if  the  said  bridge  shall 
be  made  with  unbroken  and  continuous  spans,  it  shall  not  be  of  less 
elevation  than  ninety  feet  above  low-water  mark  over  the  channel  of  the 
said  river;  nor  in  any  case  less  than  forty  feet  above  extreme  high  water, 
as  understood  at  the  point  of  location,  measuring  for  such  elevation  to 
the  bottom  chord  of  the  bridge;  nor  shall  the  span  of  such  bridge,  covering 
the  main  channel  of  the  river,  be  less  than  three  hundred  feet  in  length, 
with  also  one  of  the  next  adjoining  spans  of  not  less  than  two  hundred 
and  twenty  feet  in  length,  and  the  piers  of  said  bridge  shall  be  parallel 
with  the  current  of  the  river,  as  near  as  practicable:  And  provided,  also, 
that  if  any  bridge,  built  under  this  act,  shall  be  constructed  as  a  draw¬ 
bridge,  the  same  shall  be  constructed  with  a  span  over  the  main  channel 
of  the  river,  as  understood  at  the  time  of  the  erection  of  the  bridge,  of 
not  less  than  three  hundred  feet  in  length,  and  said  span  shall  not  be 
less  than  seventy  feet  above  low-water  mark,  measuring  to  the  bottom 
chord  of  the  bridge,  and  one  of  the  next  adjoining  spans  shall  not  be 
less  than  two  hundred  and  twenty  feet  in  length;  and  also  that  there  shall 
be  a  pivot-draw  constructed  in  every  such  bridge,  at  an  accessible  and 
navigable  point,  with  spans  of  not  less  than  one  hundred  feet  in  length 
on  each  side  of  the  central  or  pivot  pier  of  the  draw:  And  provided,  also. 


232  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

that  said  draw  shall  always  be  opened  promptly,  upon  reasonable 
signal,  for  the  passage  of  boats,  whose  construction  may  not  at  the  time 
admit  of  their  passing  under  the  permanent  spans  of  said  bridge,  except 
that  said  draw  shall  not  be  required  to  be  opened  when  engines  or 
trains  are  passing  over  said  bridge,  or  when  passenger  trains  are  due, 
but  in  no  case  shall  unnecessary  delay  occur  in  the  opening  of  said  draw 
after  the  passage  of  such  engines  or  trains. 

Section  5.  That  any  bridge  or  bridges  erected  under  the  provisions  of 
this  act  shall  be  lawful  structures,  and  shall  be  recognized  and  known  as 
post  routes,  upon  which,  also,  no  higher  charge  shall  be  made  for  the 
transmission  over  the  same  of  the  mails,  the  troops  and  munitions  of  war 
of  the  United  States,  than  the  rate  per  mile  which  the  company  or  com¬ 
panies  erecting  such  bridge  may  from  time  to  time  receive,  on  the  bal¬ 
ance  of  their  line  or  lines,  for  such  services;  and  the  officers  and  crews 
of  all  vessels,  boats  or  rafts  navigating  the  said  Ohio  river,  are  required 
to  regulate  the  use  of  the  said  vessels,  and  of  any  pipes  or  chimneys  be¬ 
longing  thereto,  so  as  not  to  interfere  with  the  elevation,  construction,  or 
use  of  any  of  the  bridges  erected  or  legalized  under  the  provisions  of 
this  act. 

Acts  of  Congress,  1862,  chap.  167. 

U.  S.  Stats,  at  Large,  vol.  12,  p.  569. 


FIRST  MORTGAGE. 

The  Holliday’s  Cove  Railroad  Company  to  J.  Edgar  Thomson, 

Trustee.1 

Dated  February  2,  1863. 

Securing  $300,000  bonds  of  $1000  each,  dated  February  2,  1863,  payable 
February  1,  1893,  bearing  6  per  cent,  interest. 

This  indenture,  made  the  second  day  of  February,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  sixty-three,  between  the  Holli¬ 
day’s  Cove  Railroad  Company,  a  corporation  created  by  the  laws  of  the 
state  of  Virginia,  party  of  the  first  part,  and  J.  Edgar  Thomson,  of  the 
city  of  Philadelphia,  in  the  state  of  Pennsylvania,  trustee,  as  hereinafter 
mentioned,  party  of  the  second  part,  witnesseth,  That  the  said  party  of 
the  first  part,  for  and  in  consideration  of  one  dollar,  to  it  in  hand  paid 
by  J.  Edgar  Thomson,  party  of  the  second  part,  as  trustee,  the  receipt 
of  which  is  hereby  acknowledged,  as  well  as  for  the  purpose  of  securing 
the  payment  of  certain  bonds  of  said  company,  hereinafter  more  par¬ 
ticularly  described,  authorized  to  be  issued  by  the  charter  of  said  com¬ 
pany  in  aid  of  the  construction  of  its  road  and  bridge,  hath  bargained 
and  sold,  and  doth  hereby  give,  grant,  bargain,  sell,  convey  and  confirm 
unto  said  J.  Edgar  Thomson,  as  trustee,  and  unto  any  successor  and 
successors  from  time  to  time  appointed  in  his  place  forever,  the  following 
premises,  to  wit:  The  abutments  and  piers,  and  the  ground  on  which 
they  stand,  and  the  bridge  to  be  erected  upon  and  across  the  same,  as 


1  W.  H.  Barnes, of  Pittsburgh,  Pa.,  appointed  Trustee,  vice  J.  Edgar  Thomson,  deceased. 


CORPORATE  HISTORY. 


233 


now  located  and  in  process  of  construction  over  the  Ohio  river,  from 
a  point  near  the  mouth  of  Harmon’s  creek,  in  Brooke  county,  in  tfye 
state  of  Virginia,  on  the  east  bank  of  said  river,  to  a  point  near  the 
northern  line  of  the  corporation  of  Steubenville,  in  Jefferson  county, 
Ohio,  on  the  west  bank,  together  with  the  approaches  to  said  bridge 
from  each  shore;  and  all  the  rights,  privileges  and  appurtenances  thereto 
belonging  necessary  for  the  appropriate  use  and  enjoyment  of  said  prem¬ 
ises  and  structure  as  a  railway  bridge,  and  especially  including  and  pass¬ 
ing  herewith  the  income  and  tolls  of  said  bridge  when  erected,  and  also 
the  franchises  of  said  company: 

To  have  and  to  hold  said  premises,  bridge  structure,  appurtenances, 
income,  tolls  and  franchises,  unto  the  said  J.  Edgar  Thomson,  as  trustee 
for  the  persons  who  may  become  the  holders  of  the  bonds  hereinafter 
described,  and  to  his  successor  and  successors,  who  may  from  time  to 
time,  in  the  event  of  his  death,  disability  or  removal,  be  appointed  to 
succeed  him  in  preserving  this  trust  for  the  beneficiaries  thereof  forever. 
And  the  said  party  of  the  first  part  covenants  that  it  has  lawful  right  to 
execute  this  conveyance;  that  it  binds  itself  to  warrant  and  defend  the 
said  premises,  property  and  franchises  to  said  trustee,  and  his  successors 
as  aforesaid,  against  all  lawful  claims  whatsoever,  and  at  any  time  to 
execute  any  further  assurance  and  assurances  in  succession  which  may 
be  necessary  to  said  trustee,  or  any  successor,  which  may  be  demanded. 
And  said  trustee,  and  his  successors  as  aforesaid,  are  hereby  authorized, 
if  default  shall  be  made  in  the  payment  of  any  installment  of  interest,  or 
of  the  principal,  or  any  part  thereof,  or  of  taxes  lawfully  assessed  against 
said  company  on  said  premises  hereby  granted,  or  any  part  thereof,  to 
take  possession  of  said  bridge  and  the  premises,  rights,  tolls,  income  and 
franchises,  and  to  use  and  enjoy  the  same  for  the  purposes  of  this  trust 
as  fully  as  the  party  of  the  first  part  otherwise  could;  and  without  any 
proceedings  at  law  or  in  equity,  to  cause  said  property,  premises  and 
franchises  to  be  sold  pursuant  to  the  provisions  of  the  statutes  of  Vir¬ 
ginia  regulating  sales  under  deeds  of  trust,  except  that  the  place  of  sale 
may  be  the  Philadelphia  Exchange,  in  the  city  of  Philadelphia,  if  the 
trustee  for  the  time  being  shall  so  determine,  and  to  convey  said  bridge 
structure,  property,  premises  and  franchises  so  sold  to  any  purchaser  or 
purchasers,  his  and  their  heirs  and  assigns,  in  absolute  property  forever. 

And  in  the  event  that  the  party  of  the  first  part  shall  make  such  default 
as  before  described,  and  shall  remain  in  default  for  six  months,  the 
holders  of  fifty  (50)  per  centum  of  the  bonds  hereby  intended  to  be  se¬ 
cured  may  require  the  trustee  to  proceed  in  execution  of  the  foregoing 
provisions. 

But  this  deed  is  in  trust,  and  subject  to  defeasance  upon  conditions  as 
follows:  The  said  company  has  caused  to  be  executed,  and  proposes  to 
sell  and  dispose  of  three  hundred  bonds,  each  for  the  sum  of  one  thou¬ 
sand  dollars,  numbered  from  one  to  three  hundred,  inclusive,  dated  the 
second  day  of  February,  one  thousand  eight  hundred  and  sixty-three, 
bearing  interest  at  six  per  centum,  payable  semi-annually,  at  the  office  of 
the  Pennsylvania  Railroad  Company  in  the  city  of  Philadelphia,  and 
the  principal,  payable  thirty  years  from  date,  at  the  Farmers  and  Me- 


234  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


chanics  Bank,  in  said  city;  coupons  are  attached,  and  each  bond  bears 
the  certificate  of  the  trustee  herein,  and  they  are  on  an  equality  as  to  lien 
and  security,  without  regard  to  the  time  of  issue  by  the  company,  and 
together  they  constitute  the  first  mortgage  bonds  of  said  company,  and 
are  called  “  Steubenville  Bridge  Bonds.” 

Now,  if  said  company  shall  promptly  pay  the  amount  of  said  bonds  at 
maturity,  and  in  the  meantime  shall  promptly  pay  the  interest  as  the  same 
becomes  payable  semi-annually  thereon,  and  shall  pay  all  lawful  taxes,  so 
as  to  prevent  the  estate  hereby  granted  and  pledged  from  peril  of  sale  or 
forfeiture  for  non-payment  of  taxes,  then  these  presents  shall  become 
void  and  of  no  effect,  and  the  estate  hereby  granted  shall  determine,  but 
otherwise  to  be  and  remain  in  full  force  and  virtue  in  law. 

In  testimony  whereof,  the  said  The  Holliday’s  Cove  Railroad  Com¬ 
pany  has,  by  its  president,  Thomas  S.  Clarke,  signed  its  corporate  name, 
and  has  caused  its  common  corporate  seal  to  be  hereunto  affixed  and 
attested  by  its  secretary;  and  the  said  J.  Edgar  Thomson,  in  witness  of 
his  acceptance  of  said  trust,  has  also  signed  his  name  and  affixed  his 
seal.  Dated  the  day  and  year  first  above  written. 

Signed,  sealed  and  delivered  in  presence  of  us. — Note — The  word 
“  second,”  in  the  twenty-fifth  line  of  the  second  page,  having  been  first 
written  on  an  erasure. 


WM.  McLEAN, 

R.  D.  BARCLAY. 

Rev.  Stamps  to  the  ^  THE  HOLLIDAY’S  COVE  RAILROAD  COMPANY, 

By  THOMAS  S.  CLARKE,  President. 

Attest:  JOS.  LESLEY,  Secretary. 

J.  EDGAR  THOMSON,  Trustee,  [seal] 


SEAL 

H.C.R.R. 

Co. 


Acknowledged  by  Thomas  S.  Clarke,  president,  and  J.  Edgar  Thom¬ 
son,  trustee,  on  the  21st  day  of  April,  1863,  before  Alexander  Henry, 
mayor  of  Philadelphia,  Wm,  V.  Archer,  commissioner  of  the  states  of 
Ohio  and  Virginia  in  Pennsylvania  and  Wm.  J.  Dellerer,  notary  public 
in  and  for  the  city  and  county  of  Philadelphia. 

Recorded,  Jefferson  county,  Ohio,  May  6,  1863,  in  Mortgage  Record 
No.  7,  pages  484  to  488,  inclusive;  Brooke  county,  Virginia,  May  12, 
1863,  in  Deed  Book  No.  20,  pages  103  to  106,  inclusive. 

Upon  petition  of  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company,  W.  H.  Barnes  was  appointed  trustee  to  succeed  J.  Edgar 
Thomson,  deceased,  by  the  Jefferson  county,  Ohio,  Common  Pleas  Court, 
November  term,  1874,  and  by  Circuit  Court  of  Brooke  county,  W.  Va., 
March  8,  1875. 

SATISFACTION  OF  MORTGAGE. 

Under  date  of  May  17,  1893,  duly  acknowledged  before  H.  G.  Oliphant, 
notary  public,  Allegheny  county,  and  certified  by  clerk  Court  Quarter 
Sessions,  Allegheny  county.  W.  H.  Barnes  endorsed  on  mortgage. 

“  I,  W.  "H.  Barnes,  trustee  appointed  to  succeed  J.  Edgar  Thomson, 
deceased,  certify  that  all  the  bonds  and  coupons  covered  by  the  within 


CORPORATE  HISTORY. 


235 


mortgage  or  deed  of  trust  have  been  paid  and  destroyed,  and  I  hereby 
release  said  mortgage  or  deed  of  trust  and  authorize  the  recorders  of 
the  proper  counties  to  enter  satisfaction  thereof  upon  the  records. 

W.  H.  BARNES,  Trustee.” 

The  satisfaction  of  the  mortgage  was  recorded  in  Jefferson  county, 
Ohio,  May  23,  1893,  and  in  Brooke  county,  W.  Va.,  May  26,  1893. 


SECOND  MORTGAGE. 

The  Holliday’s  Cove  Railroad  Company  to  J.  Edgar  Thomson, 

Trustee.1 

Dated  July  23,  1866. 

Securing  $400,000  bonds  of  $1000  each,  dated  April  2,  1866,  payable  April 

2,  1896,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  twenty-third  day  of  July,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  sixty-six  (1866),  between  the 
Holliday’s  Cove  Railroad  Company,  a  corporation  created  by  the  laws 
of  the  state  of  Virginia,  party  of  the  first  part;  John  Edgar  Thomson, 
of  the  .city  of  Philadelphia,  in  the  state  of  Pennsylvania,  trustee,  as 
hereinafter  mentioned,  party  of  the  second  part,  and  George  W.  McCook, 
of  Steubenville,  Ohio,  the  lessee  under  the  said  the  Holliday’s  Cove 
Railroad  Company,  of  the  railroad  bridge  over  the  Ohio  river  near 
Steubenville,  of  the  third  part,  witnesseth,  That  the  said  party  of  the 
first  part,  for  and  in  consideration  of  one  dollar,  to  it  in  hand  paid  by 
the  party  of  the  second  part,  as  trustee,  the  receipt  of  which  is  hereby 
acknowledged,  as  well  as  for  the  purpose  of  securing  the  payment  of 
certain  bonds  of  said  company,  hereinafter  described,  authorized  to  be 
issued  by  the  charter  of  said  company,  and  by  an  act  of  the  legislature  of 
the  state  of  West  Virginia,  passed  the  seventh  day  of  February,  Anno 
Domini  one  thousand  eight  hundred  and  sixty-five,  which  bonds  are  to  be 
used  in  the  discharge  of  the  debts  incurred  in  the  construction  of  the 
road  and  bridge  of  said  company,  hath  bargained  and  sold,  and  doth 
hereby  give,  grant,  bargain,  sell,  convey  and  confirm  unto  said  John 
Edgar  Thomson,  as  trustee,  and  unto  any  successor  and  successors 
from  time  to  time  appointed  in  his  place,  forever,  the  following  premises, 
to  wit:  The  abutments  and  piers,  and  the  ground  on  which  they  stand, 
and  the  bridge  erected  upon  and  across  the  same  over  the  Ohio  river, 
from  a  point  near  the  mouth  of  Harmon’s  creek,  in  Brooke  county,  in 
the  state  of  West  Virginia,  on  the  east  bank  of  said  river,  to  a  point 
near  the  northern  line  of  the  corporation  of  Steubenville,  in  Jefferson 
county,  Ohio,  on  the  west  bank  of  said  river,  together  with  the  approaches 
to  said  bridge  from  each  shore;  and  all  the  rights,  privileges  and  appur¬ 
tenances  thereto  belonging,  necessary  for  the  appropriate  use  and  enjoy¬ 
ment  of  said  premises  and  structure  as  a  railway  bridge,  and  especially 
including  and  passing  herewith  the  income  and  tolls  of  said  bridge,  and 
also  the  franchises  and  privileges  of  said  company  thereto: 


1  W.  H.  Barnes,  of  Pittsburgh,  Pa.,  appointed  Trustee,  vice  J.  Edgar  Thomson,  deceased. 


236  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

To  have  and  to  hold  said  premises,  bridge  structure,  appurtenances, 
income  and  franchises  unto  the  said  John  Edgar  Thomson,  as  trustee  for 
the  persons  who  may  become  the  holders  of  the  bonds  hereinafter  de¬ 
scribed,  and  to  his  successor  and  successors,  who  may  from  time  to 
time,  in  the  event  of  his  death,  disability  or  removal,  be  appointed  to 
succeed  him  in  preserving  this  trust  for  the  beneficiaries  thereof  forever. 

And  the  party  of  the  first  part  hereby  covenants  that  it  has  lawful  right 
to  execute  this  conveyance;  that  it  binds  itself  to  warrant  and  defend  the 
said  premises,  property  and  franchises  to  said  trustee,  and  his  successors 
as  aforesaid,  against  all  lawful  claims  whatsoever,  and  at  any  time  to 
execute  any  further  assurance  and  assurances  in  succession  which  may 
be  necessary  to  said  trustee,  or  any  successor,  which  may  be  demanded. 
And  said  trustee,  and  his  successors  as  aforesaid,  are  hereby  authorized, 
if  default  be  made  in  the  payment  of  any  installment  of  interest,  or  of 
the  principal,  or  any  part  thereof,  or  of  taxes  lawfully  assessed  against 
said  company  on  said  premises  hereby  granted,  or  any  part  thereof,  to 
take  possession  of  said  bridge,  and  the  premises,  rights,  tolls,  income  and 
franchises,  and  to  use  and  enjoy  the  same  for  the  purposes  of  this  trust 
as  fully  as  the  party  of  the  first  part  otherwise  could;  and  without  any 
proceedings  at  law  or  in  equity,  to  cause  said  premises,  property  and 
franchises  to  be  sold  pursuant  to  the  laws  in  force  in  West  Virginia 
regulating  sales  under  deeds  of  trust,  except  that  the  place  of  sale  may  be 
the  Philadelphia  Exchange,  in  the  city  of  Philadelphia,  if  the  trustee  for 
the  time  being  may  so  determine;  and  to  convey  said  bridge  structure, 
property,  premises  and  franchises  so  sold,  to  any  purchaser  or  purchasers, 
his  and  their  heirs  and  assigns,  in  absolute  property  forever. 

And  in  the  event  that  said  party  of  the  first  part  shall  make  said  default, 
and  shall  remain  in  default  for  six  months,  the  holders  of  one-half  of  the 
bonds  hereby  intended  to  be  secured  and  then  outstanding,  may  require 
the  trustee  to  proceed  in  execution  of  the  foregoing  provisions,  and  in 
executing  the  same  the  said  trustee  may  proceed  by  agents  and  attorneys 
employed  by  him  for  this  purpose,  but  he  shall  not  be  personally  liable 
for  their  misfeasances  or  defaults,  but  only  for  his  own.  And  the  said 
George  W.  McCook,  party  of  the  third  part,  in  consideration  of  the 
sum  of  one  dollar,  to  him  in  hand  paid  by  said  party  of  the  second  part, 
and  of  divers  valuable  considerations  to  him  moving,  from  the  party  of 
the  first  part,  hereby  consents  to  all  the  stipulations  of  this  instrument, 
made  by  the  said  the  Holliday’s  Cove  Railroad  Company,  and  he  hereby, 
as  such  lessee,  and  for  the  considerations  aforesaid,  covenants  for  him¬ 
self,  his  assigns,  as  such  lessee,  and  his  heirs,  executors  and  adminis¬ 
trators,  with  said  John  Edgar  Thomson,  as  such  trustee,  his  successor 
and  successors  in  said  trust,  that  he  and  they  will  permit  and  allow  all 
the  net  proceeds  of  said  bridge  to  be  applied  to  the  purchase  of  the 
bonds  issued  under  the  first  mortgage  upon  said  bridge  for  $300,000, 
according  to  the  terms  and  stipulations  of  the  lease  thereof,  by  said 
company  to  said  McCook,'  instead  of  the  twenty  per  centum  of  said 
net  revenue  provided  by  said  lease.  And  further,  that  after  the  first 
mortgage  has  been  purchased  as  aforesaid,  he  will,  in  like  manner,  permit 
and  allow  the  whole  net  proceeds  to  be  applied  to  the  purchase  of  the 


CORPORATE  PIISTORY. 


237 


bonds  issued  under  this  mortgage,  in  the  same  manner  and  for  the  same 
purposes  as  is  provided  in  said  lease  for  the  purchase  of  the  first  mort¬ 
gage  bonds.  But  this  deed  is  on  trusts,  and  subject  to  defeasance  upon 
conditions  as  follows:  The  said  the  Holliday’s  Cove  Railroad  Com¬ 
pany  has  authorized  to  be  executed  and  disposed  of,  four  hundred  bonds, 
each  for  $1000,  numbered  from  1  to  400,  inclusive,  dated  the  second  day 
of  April,  1866,  bearing  interest  at  the  rate  of  seven  per  centum  per 
annum,  payable  semi-annually,  at  the  office  of  the  Pennsylvania  Railroad 
Company  in  the  city  of  Philadelphia,  on  the  second  day  of  October, 
Anno  Domini  one  thousand  eight  hundred  and  sixty-six,  and  on  the 
second  days  of  April  and  October,  in  each  year  thereafter,  and  the 
principal  payable  to  John  Edgar  Thomson,  or  bearer,  thirty  years  from 
date,  at  the  Philadelphia  National  Bank,  in  said  city.  Coupons  are 
attached,  and  each  bond  bears  the  certificate  of  the  trustee  herein,  and 
they  are  on  an  equality  as  to  lien  and  security,  without  regard  to  the  time 
of  issue  by  the  company,  and  together  they  constitute  the  second  mortgage 
bonds  of  said  company,  and  are  called  “  Steubenville  Bridge  Bonds.” 

Now,  if  said  company  shall  promptly  pay  the  amount  of  said  bonds 
at  maturity,  and  in  the  meantime  shall  pay  the  interest  as  the  same  be¬ 
comes  payable  semi-annually  thereon,  and  shall  pay  all  lawful  taxes,  so 
as  to  prevent  the  estate  hereby  granted  and  pledged  from  peril  of  sale  or 
forfeiture  for  non-payment  of  taxes,  then  these  presents  shall  become 
void  and  of  no  effect,  and  the  estate  hereby  granted  shall  determine, 
but  otherwise  to  be  and  remain  in  full  force  and  virtue  in  law. 

In  testimony  whereof,  The  said  the  Holliday’s  Cove  Railroad  Com¬ 
pany  has,  by  its  president,  Thomas  L.  Jewett,  signed  its  corporate  name, 
and  has  caused  its  common  corporate  seal  to  be  hereto  affixed  and 
attested  by  its  secretary,  and  the  said  George  W.  McCook,  the  lessee, 
hath  also  set  his  hand  and  seal  hereto;  and  the  said  John  Edgar  Thomson, 
in  witness  of  his  acceptance  of  said  trust,  has  also  signed  his  name  and 
affixed  his  seal,  the  day  and  year  first  above  mentioned. 

{Rfc™u!e XoFu<x>the  f  The  Holliday’s  Cove  Railroad  Company, 

By  THOS.  L.  JEWETT,  President. 

Attest:  JOS.  LESLEY,  Secretary. 

Signed,  sealed,  acknowledged  and  delivered  in  the  presence  of  us, 

WM.  M.  SPACEMAN, 

WM.  V.  ARCHER. 

GEO  W.  McCOOK,  [seal] 

Lessee  of  Ohio  River  Bridge. 

J.  EDGAR  THOMSON,  [seal] 

Trustee. 

Acknowledged  by  Thomas  L.  Jewett,  president,  John  Edgar  Thomson, 
trustee,  and  George  W.  McCook,  lessee,  before  Wm.  V.  Archer,  commis¬ 
sioner  of  West  Virginia  and  Ohio  in  Pennsylvania,  the  twenty-third  day 
of  July,  1866. 


{ 


SEAL 

H.  c. 

R.  R  Co. 


238  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Recorded,  Jefferson  county,  Ohio,  in  Mortgage  Record  No.  9,  pages  65 
to  69,  inclusive,  July  26,  1866;  Brooke  county,  West  Virginia,  in  Deed 
Book  No.  20,  page  452. 

Upon  petition  of  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company,  W.  H.  Barnes  was  appointed  trustee  to  succeed  J.  Edgar 
Thomson,  deceased,  by  the  Jefferson  county,  Ohio,  Common  Pleas 
Court,  November  term,  1874,  and  by  the  Circuit  Court  of  Brooke  county, 
W.  Va.,  March  8,  1875. 

SATISFACTION  OF  MORTGAGE. 

Pittsburgh,  Pa.,  May  3,  1888. 

I,  William  H.  Barnes,  trustee  in  the  second  mortgage  of  the  Holliday’s 
Cove  Railroad  Company  to  J.  Edgar  Thomson,  trustee,  dated  July  23, 
1866,  securing  an  issue  of  the  bonds  of  said  company  to  the  amount  of 
$400,000,  said  bonds  being  dated  April  2,  1866,  and  maturing  April  2,  1896, 
having  been  appointed  trustee  under  said  mortgage  as  successor  to  J. 
Edgar  Thomson,  deceased,  the  original  trustee  named  in  said  mortgage,, 
do  hereby  assert  that  on  Thursday,  the  3rd  day  of  May,  in  the  year  1888, 
all  the  bonds  of  said  issue,  numbered  i  to  400  inclusive,  amounting  to 
$400,000,  together  with  all  coupons  belonging  thereto,  having  been  paid 
in  full,  were  destroyed  by  fire  in  my  presence,  and  I  do  therefore,  as 
such  trustee,  hereby  release  the  lien  of  said  mortgage  and  declare  the 
same  fully  cancelled  and  discharged. 

W.  H.  BARNES,  Trustee. 

Satisfaction  of  mortgage  recorded  Brooke  county,  W.  Va.,  May  5, 
1888,  Deed  Book  No.  2,  page  85;  Jefferson  county,  Ohio,  May  7,  1888,. 
Record  of  Mortgages  No.  9,  page  65. 


WHEELING  RAILROAD  BRIDGE  COMPANY.1 

An  Act  to  Incorporate  the  Wheeling  Railroad  Bridge  Company. 

Passed  March  31,  i860. 

Section  1.  That  it  shall  and  may  be  lawful  for  Thomas  Sweeney,  John 
C.  Campbell,  Sobieski  Brady,  Chester  D.  Hubbard  and  Zachariah  Jacob,, 
or  any  three  of  them,  to  open  books  of  subscription  in  the  city  of  Wheel¬ 
ing,  and  at  such  other  place  or  places  as  they  may  direct,  upon  ten  days’ 
notice,  and  under  the  direction  of  such  agent  or  agents  as  they,  or  a 
majority  of  them,  may  appoint,  for  the  purpose  of  receiving  subscrip¬ 
tions  of  stock,  in  shares  of  $100  each,  to  an  amount  not  less  than  two 
thousand  and  not  more  than  ten  thousand  shares,  to  constitute  a  joint 
stock  company,  to  be  called  the  Wheeling  Railroad  Bridge  Company. 
By  which  name  the  said  company  shall  have  authority  to  erect  and 
maintain  a  railroad  bridge  across  the  Ohio  river,  at  any  point  it  may 
select,  not  farther  south  than  the  lower  end  of  Boggs’  Island,  and  not 
farther  north  than  the  northern  end  of  Zane’s  Island,  opposite  the  city 
of  Wheeling:  Provided,  that  the  said  bridge  shall  be  so  constructed  as 


1  See  page  21. 


CORPORATE  HISTORY. 


239 


to  leave  an  unobstructed  headway  over  the  channel  of  said  river,  not 
less  than  ninety  feet  above  low-water  mark,  and  an  unobstructed  water¬ 
way  between  the  piers  of  said  bridge,  next  the  channel,  of  not  less  than 
three  hundred  feet,  and  to  connect,  within  the  corporate  limits  of  Wheel¬ 
ing,  their  said  bridge  by  railway,  with  such  railways  as  may  terminate 
at  or  near  Wheeling,  as  is  hereinafter  provided. 

Section  2.  The  said  company  shall  have  all  privileges  conferred,  and 
be  subject  to  all  the  restrictions  imposed,  by  chapters  56  and  5 7  of  the 
code  of  Virginia,  except  as  is  herein  otherwise  provided,  and  except 
that  it  shall  not  be  subject  to  the  4th  and  23d  sections  of  said  chapter  56. 
Such  bridge  shall  be  erected  in  a  strong  and  substantial  manner. 

Section  3.  The  said  company  shall  have  authority,  in  the  mode  pre¬ 
scribed  by  said  chapter,  to  enter  upon,  survey  and  condemn  any  lands  or 
real  estate,  or  interest  therein,  requisite  or  proper  for  the  purpose  of 
erecting  and  maintaining  said  bridge,  and  for  constructing  and  maintain¬ 
ing  and  working  any  number  of  railway  tracks  from  the  eastern  end  of 
said  bridge  to  such  point  or  points,  within  the  corporate  limits  of  the 
city  of  Wheeling,  as  may  be  suitable  and  proper  for  the  purpose  of  con¬ 
necting  said  bridge  with  the  line  of  railway  of  any  railroad  company 
within  said  corporate  limits  of  said  city,  the  width  of  such  tracks  not  to 
exceed  one  hundred  feet,  exclusive  of  the  slopes  of  cuts  and  embank¬ 
ments;  and  shall  further  have  authority,  in  like  manner,  to  erect  depots 
within  said  corporate  limits  of  Wheeling,  and  the  same  to  connect  by 
railway  with  their  said  bridge. 

Section  4.  It  shall  be  lawful  for  said  company  to  establish  rates  of 
toll,  which  it  may  charge  and  collect  on  all  locomotives,  tenders,  express, 
baggage,  passenger  and  burden  cars  which  may  pass  over  said  bridge 
and  connections,  and  for  such  freight,  passengers,  or  other  things,  as  may 
pass  or  be  transported  over  said  bridge  and  connections:  Provided, 
that  the  rates  of  toll  shall  be  uniform  and  without  discrimination  as  to 
all  railroad  companies,  or  persons  and  companies  running  or  working 
a  railroad  or  railroads,  which  have  their  terminus  on  either  side  of  the 
Ohio  river,  at  or  near  the  city  of  Wheeling.  And  it  is  expressly  enacted, 
that  all  freights  and  passengers  passing  over,  or  to  pass  over  said  bridge, 
eastward  or  westward,  shall,  where  a  transfer  or  change  of  cars  is  had 
or  may  be  necessary,  from  one  car  to  another,  within  twenty-five  miles 
of  said  city,  on  either  side  of  the  Ohio  river,  be  transferred  and  make 
such  change  of  cars  within  the  corporate  limits  of  the  city  of  Wheeling, 
and  not  elsewhere,  except  in  cases  where,  from  accidental  delay  of  train, 
passengers  would  else  fail  to  connect.1 

Section  5.  Equal  charges  shall  at  all  times  be  made  to  all  railroads  or 
companies  operating  railroads,  by  said  company,  on  all  freight  and  pas¬ 
sengers  brought  by  them  over,  or  to  be  transported  over  said  bridge  and 
connections,  on  similar  classes  of  trade,  travel,  cars  and  engines;  and 
the  said  bridge  company  shall  at  all  times  give  equal  facilities,  in  regard 
to  the  line  of  track,  arrangement  of  time  at  which  the  track  shall  be 
used  by  the  passenger  and  freight  trains  of  said  railroad  companies  or 
concerns,  so  as  in  nowise  to  prejudice  the  trade  of  one  company  or  con- 


1  See  section  14. 


240  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

cern  to  the  advantage  of  another.  But  nothing  herein  contained  shall 
be  construed  to  prevent  said  bridge  company  from  letting  or  leasing 
said  bridge  and  connections,  on  contracts  which  provide  that  the  said 
bridge  shall  not  be  so  managed  or  used  as  to  prejudice  the  trade  or 
travel  of  one  company  or  concern  to  the  advantage  of  another. 

Section  6.  So  soon  as  the  minimum  of  the  stock  of  said  bridge  com¬ 
pany  shall  have  been  subscribed,  and  two  dollars  paid  to  said  commis¬ 
sioners  on  each  share,  a  general  meeting  of  the  stockholders  shall  be 
held  in  the  city  of  Wheeling  (where  all  meetings  of  the  stockholders 
shall  be  held),  at  such  time  and  place  as  may  be  designated  by  said  com¬ 
missioners,  or  a  majority  of  them,  on  ten  days’  notice  thereof,  in  some 
newspaper  published  in  Wheeling,  at  which  meeting  directors  shall  be 
chosen,  as  hereinafter  provided. 

Section  7.  The  business  and  affairs  of  said  bridge  company  shall  be 
under  the  control  and  management  of  a  board  of -directors,  a  majority  of 
whom  shall  constitute  a  quorum  for  business.  The  said  board  shall  con¬ 
sist  of  nine  directors,  to  be  annually  appointed,  and  to  hold  their  offices 
till  their  successors  are  appointed,  seven  of  whom  shall  be  chosen  by  the 
stockholders,  who  shall  be  entitled  to  vote  on  their  stock,  as  is  provided 
by  the  tenth  section  of  chapter  57  of  the  code;  and  the  other  two  direc¬ 
tors  shall  be  appointed  by  the  council  of  the  city  of  Wheeling,  and  shall 
be  stockholders  of  said  bridge  company,  and  residents  of  said  city.  The 
first  board  of  directors,  on  the  part  of  the  stockholders,  are  to  be  chosen 
at  the  first  meeting  of  the  stockholders,  and  the  two  directors  on  the 
part  of  the  said  city  for  said  first  board,  may  be  appointed  as  soon  as 
may  be  after  the  minimum  amount  of  said  capital  stock  is  subscribed. 
The  said  directors  shall  elect  a  president  from  their  own  number. 

Section  8.  It  shall  be  lawful  for  the  Baltimore  and  Ohio  Railroad 
Company,  the  Central  Ohio  Railroad  Company,  the  Hempfield  Railroad 
Company,  or  such  companies  or  persons  as  may  work  said  Hempfield 
Railroad,  the  Western  Transportation  Company  of  Pennsylvania  (which 
is  authorized  to  lease  said  Hempfield  Railroad,  and  operate  the  same  as 
a  corporation  of  Virginia),  any  railroad  company  of  Virginia,  or  any 
corporation  of  any  other  state,  and  the  city  of  Wheeling,  and  all  per¬ 
sons  wishing  to  do  so,  to  subscribe  to  the  capital  stock  of  said  bridge 
company,  and  the  same  may  be  paid  as  herein  provided,  or  by  the  bonds 
of  stockholders,  as  may  be  agreed  between  them  and  the  board  of 
directors. 

Section  9.  That  said  board  of  directors  may  let  or  lease  the  said 
bridge  and  its  connections  to  others,  with  such  agreements,  conditions 
and  restrictions  as  may  be  agreed  upon,  not  inconsistent  with  this  charter, 
such  letting  or  leasing  not  being  for  a  longer  period  at  any  one  time  than 
ten  years;  and  the  said  railroad  companies,  or  the  company  or  persons 
working  the  Hempfield  Railroad,  when  the  said  bridge  is  offered  for 
lease,  shall  be  regarded  and  taken  as  competent  in  law  to  become  such 
lessee;  and  the  railroad  in  operation  from  Pittsburgh  to  Wheeling, 
through  Virginia,  shall  have  equal  advantages,  in  respect  to  the  use  of 
said  bridge,  with  other  railroad  companies;  but  such  lessee  shall  in  all 
respects  be  bound  by  the  provisions  of  this  charter  as  fully  as  said  bridge 
company. 


CORPORATE  HISTORY. 


241 


Section  10.  The  city  of  Wheeling,  or  any  stockholder,  shall  have 
right  to  prevent  violations  of  this  charter,  and  to  enforce  its  provisions 
by  injunction  or  otherwise. 

Section  11.  The  company  hereby  incorporated  may  purchase  the 
Wheeling  and  Belmont  Bridge  Company’s  bridges,  if  they  deem  proper 
for  the  purposes  of  this  charter,  and  make  such  contracts  as  may  be 
necessary  therefor. 

Section  12.  The  said  company  hereby  incorporated  may  borrow  money 
for  the  purpose  of  constructing  said  bridge  and  connections,  on  such  terms 
as  may  be  allowed  by  the  laws  now  in  force  and  applicable  to  corporations, 
and  issue  its  bonds  therefor,  with  such  security  on  its  property,  income 
and  franchises,  as  the  board  may  deem  proper  to  give. 

Section  13.  If  the  minimum  of  said  capital  stock  is  not  subscribed,  and 
said  bridge  company  organized,  within  six  months  after  opening  the 
books,  as  herein  provided,  then  the  city  of  Wheeling  may  take  the  said 
capital  stock,  and  erect  and  maintain  said  bridge,  and  appoint  the  board 
of  directors  for  the  management  and  control  thereof,  and  have  and  enjoy 
the  benefit  of  all  the  privileges,  rights  and  franchises  conferred  or 
created  by  this  act,  and  subject  to  all  the  restrictions  and  provisions 
thereof. 

Section  14.  But  the  bridge  hereby  incorporated  shall  not  be  com¬ 
pleted  and  made  ready  for  use  until  a  first-class  railroad,  with  proper 
equipment,  is  ready  for  use,  either  from  Wheeling  to  the  town  of  Wash¬ 
ington,  in  the  state  of  Pennsylvania,  or  from  Wheeling  to  Pittsburgh,  in 
the  state  of  Pennsylvania,  such  last-named  road  to  be  wholly  on  the 
east  of  the  Ohio  river:  Provided,  that  it  shall  not  be  necessary  or 
required  to  transfer  any  live  stock  within  the  incorporated  limits  of  the 
said  city  of  Wheeling,  as  provided  for  freight  and  passengers  in  the  fourth 
section  of  this  act.  And  the  said  company  shall  be  subject  to  the  pro¬ 
visions  of  the  thirty-fifth  section  of  the  act  entitled  “  An  act  prescribing 
certain  general  regulations  for  the  incorporation  of  railroad  companies,” 
passed  March  nth,  1837. 

This  act  shall  be  in  force  from  its  passage:  Provided,  that  the  said 
bridge  company  shall  not  lease  to  the  Baltimore  and  Ohio  Railroad 
Company  the  said  bridge,  nor  shall  the  said  bridge  company,  or  any  of 
its  lessees,  permit  any  of  the  cars  of  said  Baltimore  and  Ohio  Railroad 
Company  to  run  across  the  same,  or  permit  the  said  company  to  trans¬ 
port  any  passengers  or  freight  across  said  bridge,  until  the  said  com¬ 
pany  shall  agree,  in  writing,  to  be  filed  with  the  Board  of  Public  Works, 
not  to  charge  greater  rate  per  mile  for  the  transportation  of  passengers 
or  tonnage  from  any  depot  in  Virginia,  on  their  road,  to  any  other  depot 
or  any  part  of  their  road,  than  it  does  for  the  transportation  of  tonnage 
and  passengers  of  the  same  class  between  any  two  depots  on  their  road. 
And  also,  that  the  said  company  shall  transport  over  their  road  the 
freight  cars  of  any  railroad  now  existing,  or  which  may  be  hereafter 
constructed  in  Virginia,  authorized  to  connect  with  the  said  Baltimore 
and  Ohio  Railroad  Company,  upon  such  terms  as  may  be  fair,  to  be 
agreed  upon  by  the  said  companies  and  the  Board  of  Public  Works,  or 
in  case  of  disagreement  between  them,  of  an  umpire  to  be  mutually 
selected  by  them. 

16 


242  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  R\  .  CO. 

STEUBENVILLE  AND  INDIANA  RAILROAD 

COMPANY.1 

An  Act  to  Incorporate  the  Steubenville  and  Indiana  Railroad 

Company. 

Approved  February  24,  1848. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  James  Wilson,  James  Means,  Nathaniel  Dike,  William  McDonald, 
Daniel  L.  Collier,  John  Orr,  John  Andrews,  David  McGowan,  James 
Gallagher,  James  McKinney,  Roswell  Marsh,  James  Turnbull,  and  Alex¬ 
ander  Doyle,  together  with  such  as  may  hereafter  become  associated  with 
them,  their  successors  and  assigns,  be  and  they  are  hereby  created  a  body 
corporate  and  politic  by  the  name  and  style  of  the  Steubenville  and 
Indiana  Railroad  Company,”  and  as  such  shall  have  perpetual  succession, 
and  shall  have  and  enjoy  all  the  rights  and  privileges  granted  by,  and  be 
subject  to  all  the  restrictions  and  responsibilities  imposed  by,  the  act 
entitled  “An  act  regulating  railroad  companies,”  passed  February  elev¬ 
enth,  one  thousand  eight  hundred  and  forty-eight. 

Section  2.  The  capital  stock  of  said  company  shall  be  three  millions 
of  dollars,  divided  into  shares  of  fifty  dollars  each. 

Section  3.  Said  company  are  hereby  authorized  to  construct  a  rail¬ 
road,  with  a  single  or  double  track,  from  Steubenville,  in  the  county  of 
Jefferson,  by  the  route  of  Conotten  creek,  or  Stillwater  creek,  as  the  one 
or  the  other  may  be  judged  by  the  company  to  be  most  eligible,  to 
Mount  Vernon,  in  the  county  of  Knox;  thence,  by  the  most  eligible  line, 
to  the  Indiana  state  line,  at  any  point  between  Willshire  and  Fort  Re¬ 
covery,  inclusive:  Provided,  that  said  company  shall  not  be  at  liberty  to 
locate  and  construct  their  road  west  of  Mount  Vernon  on  a  line  paiallcl 
to  the  line  of  road  of  any  other  railroad  companies  heretofore  incorporated, 
which  shall  have  organized  and  actually,  in  good  faith,  commenced  the 
construction  of  their  road  before  the  company  incorporated  by  this  act 
shall  have  actually,  in  good  faith,  commenced  the  construction  of  that 
part  of  their  road,  nearer  than  twenty  miles  to  the  lines  of  said  road, 
unless  for  the  purpose  of  connecting  therewith. 

Ohio  Laws,  vol.  46,  p.  256. 


An  Act  to  Amend  the  Act  to  Incorporate  the  Steubenville  and 
Indiana  Railroad  Company,  passed  February  Twenty-fourth, 
One  Thousand  Eight  Hundred  and  Forty-eight. 

Approved  March  12,  1849. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  the  Steubenville  and  Indiana  Railroad  Company  is  hereby  authorized 
to  construct  a  branch  'road  from  Coshocton,  in  Coshocton  county,  to 
Columbus,  in  Franklin  county,  by  way  of  Newark,  in  Licking  county,  or 
by  way  of  Mount  Vernon,  in  Knox  county:  Provided,  that  any  company 


CORPORATE  HISTORY. 


243 


hereafter  constructing  a  railroad  from  the  Ohio  river,  opposite  Wheeling, 
Va.,  by  way  of  the  valleys  of  Short  creek  and  Little  Stillwater,  shall  have 
the  right  to  connect  such  road  with  the  road  of  the  said  Steubenville  and 
Indiana  Railroad  Company,  anywhere  in  the  valley  of  the  Tuscarawas 
river. 

Section  2.  And  said  company  is  further  authorized,  with  the  consent 
of  the  legislature  of  Virginia,  or  by  arrangement  with  any  company  that 
may  have  authority  from  said  state,  to  construct  a  bridge  or  viaduct  across 
the  Ohio  river,  at  Steubenville,  so  as  to  connect  said  road  with  a  road 
leading  eastward  from  that  place:  Provided,  that  said  bridge  or  viaduct 
shall  be  so  constructed  as  not  to  interfere  with  the  navigation  of  said 
river. 

Section  3.  That  the  mayor  and  town  council  of  the  town  of  Steuben¬ 
ville,  in  Jefferson  county,  and  all  other  incorporated  towns,  through,  or 
near  which  said  road  may  be  located;  and  the  commissioners  of  Jefferson 
and  all  other  counties,  and  the  trustees  of  the  several  townships  through 
which  said  road  may  be  located,  are  each,  respectively,  hereby  authorized 
to  subscribe  to  the  capital  stock  of  said  company;  on  the  part  of  such 
counties,  a  sum  not  exceeding  two  hundred  thousand  dollars,  and  on  the 
part  of  the  several  towns  and  townships,  a  sum  not  exceeding  one  hun¬ 
dred  thousand  dollars;  and  the  commissioners  of  such  counties,  trustees 
of  such  townships,  and  town  councils  of  such  incorporated  towns,  so 
subscribing,  are  hereby  empowered  to  make  such  loan  or  loans  as  shall 
be  necessary  therefor,  at  an  interest  not  exceeding  seven  per  centum  per 
annum.  And  they  are  further  hereby  authorized  to  levy  such  an  amount 
of  tax  upon  the  taxable  property  of  their  respective  counties,  townships 
and  incorporated  towns,  as  shall  be  necessary  to  pay  the  interest  upon 
such  loan  or  loans  as  it  may  become  due:  Provided,  however,  that  all 
dividends  arising  from  the  proceeds  of  such  road,  which  may  fall  to  such 
counties,  townships  and  incorporated  towns,  shall  be  first  applied  to  the 
payment  of  such  interest. 

Section  4.  Before  such  subscription  shall  be  made,  as  authorized  in 
section  three  of  this  act,  the  legal  taxpayers  residing  in  said  counties, 
townships  and  incorporated  towns,  aforesaid,  shall,  at  the  annual  election 
held  in  such  counties,  townships,  or  incorporated  towns,  or  at  a  special 
election  ordered  for  that  purpose,  to  be  held  at  such  time  and  place 
as  the  said  commissioners,  trustees  and  town  council  shall  direct,  decide 
by  a  majority  vote  in  favor  of  such  subscription;  but  if  a  majority  of  said 
taxpayers  decide  against  subscribing  said  stock,  then  it  shall  be  unlawful 
for  said  commissioners,  trustees  and  town  council,  as  aforesaid,  to  sub¬ 
scribe  such  stock. 

Section  5.  Said  company  may  connect  its  railroad  by  agreement  with 
any  other  railroad  corporation,  and  have  all  the  powers,  and  be  subject  to 
all  the  restrictions  and  provisions  of  the  act  regulating  railroad  com¬ 
panies,  passed  February  nth,  1848. 

Section  6.  That  all  acts  or  parts  of  acts  inconsistent  with  this  act,  are 
hereby  repealed. 

Ohio  Laws,  vol.  47,  p.  167. 


244  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

An  Act  to  Amend  an  Act  to  Incorporate  the  Steubenville  and 
Indiana  Railroad  Company,  passed  February  Twenty-fourth, 
One  Thousand  Eight  Hundred  and  Forty-eight,  and  an  Act 
Amending  the  Same,  passed  March  Twelfth,  One  Thousand 
Eight  Hundred  and  Forty-nine. 

Approved  March  21,  1850. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  the  commissioners  of  counties,  the  trustees  of  townships,  and  the 
corporate  authorities  of  towns  and  cities  subscribing  to  the  capital  stock 
of  the  Steubenville  and  Indiana  Railroad  Company,  according  to  the 
provisions  of  the  act  amending  the  charter  of  said  company,  passed  March 
12th,  1849,  shall  be  and  are  hereby  authorized  and  fully  empowered  to 
raise  the  sums  of  money  respectively  so  subscribed,  either  by  the  issue 
of  bonds  or  certificates,  or  otherwise:  Provided,  that  no  bond  or  cer¬ 
tificates,  or  evidence  of  indebtedness,  be  issued  for  a  less  sum  than  one 
hundred  dollars,  and  at  not  a  greater  rate  of  interest  than  seven  per 
centum  per  annum. 

Section  2.  That  the  trustees  of  any  township  so  subscribing  are  hereby 
required  to  deposit  with  the  auditor  of  the  county  in  which  the  said  town¬ 
ship  shall  be  situated,  a  certificate  of  the  amount  of  the  bonds  so  exe¬ 
cuted,  in  conformity  with  the  preceding  section,  from  time  to  time,  as 
they  shall  be  called  for  by  the  authorities  of  the  said  railroad  company, 
and  it  shall  be  made  the  duty  of  the  county  auditor  to  levy  upon  the 
taxable  property  of  the  several  townships  subscribing,  respectively,  an 
amount  of  taxes  equal  to  the  annual  interest  on  the  bonds  so  issued, 
which  tax  shall  be  collected  by  the  county  treasurer,  .in  the  same  manner 
and  at  the  same  time  as  the  other  taxes  in  the  respective  counties. 

Ohio  Laws,  vol.  48,  p.  288. 


An  Act  Amendatory  to  the  Act  Incorporating  the  Steubenville 
and  Indiana  Railroad  Company,  and  the  Acts  heretofore 
passed  Amendatory  thereto. 

Approved  January  16,  1851. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  the  trustees  of  any  township,  other  than  those  through  which  the 
said  road  may  pass,  are  hereby  authorized  to  subscribe  to  the  capital  stock 
of  the  said  railroad  company,  on  behalf  of  the  said  township;  provided, 
that  the  said  subscription  shall  be  made  in  the  same  manner,  and  subject 
to  the  same  conditions,  as  are  provided  in  the  cases  of  other  townships 
specified  in  the  act  to  which  this  act  is  amendatory. 

Section  2.  That  it  shall  be  the  duty  of  the  commissioners,  trustees  and 
councils,  of  the  counties,  townships  and  towns  subscribing  under  the  pro¬ 
visions  of  this  act,  and  those  to  which  it  is  amendatory,  so  soon  as  they 
can  obtain  par  value  for  said  stock,  or  when  directed  by  a  vote  of  their 
said  counties,  townships,  or  towns,  to  be  ordered  by  said  officers,  respec¬ 
tively,  on  the  petition  of  twenty  or  more  voters  thereof,  and  conducted 
in  every  respect  as  in  cases  of  the  elections  provided  for  in  the  acts  to 


CORPORATE  HISTORY. 


245 


which  this  is  amendatory,  to  sell  or  dispose  of  said  stock,  of  such  coun¬ 
ties,  townships,  or  towns,  in  such  manner  as  they  shall  think  best,  and 
apply  the  proceeds  thereof  to  the  payment  of  the  debts  of  said  counties, 
townships  and  towns,  for  and  on  account  of  said  stock:  Provided,  that  all 
bonds  issued  in  conformity  with  the  provisions  of  this  act,  and  those  to 
which  it  is  amendatory,  by  the  commissioners,  trustees  and  councils  of 
counties,  townships  and  towns,  shall  be  redeemable  at  any  time  after  the 
year  i860,  at  the  pleasure  of  the  counties,  townships  and  towns  issuing  the 
same. 

Section  3.  In  all  cases  of  elections  which  shall  be  held  under  the 
provisions  of  this  act,  or  which  have  been  or  shall  be  held  under  the 
provisions  of  the  act  to  which  this  is  an  amendment,  which  said  election 
shall  have  or  which  may  result  in  favor  of  subscriptions,  it  is  hereby  made 
the  duty  of  the  commissioners,  trustees  and  councils,  or  their  successors 
in  office,  before  any  bonds  of  said  counties,  townships,  or  towns  have 
been  issued,  in  pursuance  of  the  provisions  of  said  act,  to  file  with  the 
auditor  of  the  county  in  which  said  election  may  have  been  holden,  a 
certificate  of  their  proceedings  thereon,  which  said  certificate  shall  be 
verified  by  the  oath  of  one  or  more  of  the  persons  by  whom  said  election 
may  have  been  holden,  and  which  shall  be  recorded  by  said  auditor,  and 
the  said  record,  or  a  certified  copy  thereof  by  the  said  auditor,  shall  be 
conclusive  evidence  of  the  legality  and  validity  of  the  subscriptions  made 
by  the  commissioners,  trustees,  or  councils  to  the  capital  stock  of  said 
company;  and  any  bonds  or  notes,  signed  and  issued  by  said  commis¬ 
sioners,  trustees,  or  councils,  to  pay  the  subscriptions  of  their  respective 
counties,  townships  and  towns  to  the  said  capital  stock,  shall  be  deemed 
and  taken  as  conclusive  evidence  that  the  said  bonds  or  notes  were  so 
signed  and  issued  in  pursuance  of  the  said  acts. 

Section  4.  Thai  the  said  company  is  hereby  authorized  and  empowered 
to  sell  or  negotiate  the  notes  or  bonds  issued  by  said  company,  and  also 
any  other  notes  or  bonds  which  may  be  delivered  to  said  company  in 
payment  of  subscription  to  its  capital  stock,  at  such  times  and  places,  in 
this  state  or  elsewhere,  and  at  such  rates  and  prices  as  may  be  deemed 
best  calculated  to  advance  the  interest  of  the  company:  Provided,  that 
the  vote  taken  as  provided  for  in  this  act,  shall  be  at  the  annual  fall  or 
spring  election,  and  that  a  majority  of  all  the  votes  given  at  such  election 
shall  be  “  in  favor  of  subscription,”  in  order  to  decide  the  question 
affirmatively. 

Ohio  Laws,  vol.  49,  p.  458. 


Preamble  and  Resolutions,  Authorizing  the  Steubenville  and 
Indiana  Railroad  Company  to  Construct  a  Bridge,  or  Viaduct, 

ACROSS  THE  OlIIO  RlVER,  AT  STEUBENVILLE. 

Passed  February  25,  1852. 

Wherea-s,  The  General  Assembly  of  the  state  of  Ohio,  by  an  act.  passed 
March  12th,  A.  D.  1849,  authorized  and  empowered  the  Steubenville  and 
Indiana  Railroad  Company,  with  the  consent  of  the  Virginia  legislature, 


246  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

to  construct  a  bridge  or  viaduct  across  the  Ohio  river,  at  Steubenville: 
Provided,  that  said  bridge  or  viaduct  be  so  constructed  as  not  to  interfere 
with  the  navigation  of  said  river; 

And  whereas,  also,  The  legislature  of  the  state  of  Ohio,  has,  heretofore, 
by  acts  bearing  date  December  30th,  A.  D.  1816,  and  February  18th, 
A.  D.  1830,  given  her  assent  to  the  construction  of  similar  works  by  the 
citizens  of  the  state  of  Virginia;  therefore, 

Resolved,  by  the  Senate  and  House  of  Representatives  of  the  state  of 
Ohio,  That  the  legislature  of  the  commonwealth  of  Virginia  is  hereby 
requested  to  pass  an  act  authorizing  the  consent  of  said  commonwealth 
to  the  construction  of  a  bridge  or  viaduct  across  the  said  Ohio  river,  by 
the  said  Steubenville  and  Indiana  Railroad  Company:  Provided,  that 
said  structure  shall  be  so  erected  as  not  in  any  way  to  interfere  with,  or 
obstruct,  the  navigation  of  said  river. 

Resolved,  That  the  governor  of  this  state  be  requested  to  forward  a 
copy  of  this  preamble  and  resolutions  to  the  governor  of  the  common¬ 
wealth  of  Virginia,  with  the  request  that  the  same  be  laid  before  the 
legislature  of  said  state,  for  their  action  thereon. 

Ohio  Laws,  vol.  50,  p.  29. 


Joint  Resolution  Relative  to  the  Construction  of  a  Railroad 
from  Steubenville,  Ohio,  to  the  Line  of  Pennsylvania. 

Passed  January  28,  1862. 

Whereas,  The  condition  of  the  country,  in  all  its  relations,  calls  upon 
us  for  the  maintenance,  not  only  of  our  civil  institutions,  but  the  develop¬ 
ment  of  all  our  material,  agricultural  and  industrial  pursuits — now,  whilst 
the  business  of  our  state  is  and  has  been  much  retarded  in  the  safe  trans¬ 
portation  of  its  products,  for  want  of  additional  routes  of  trade  and  travel 
leading  to  the  sea  coast,  and  even  when  the  general  government  itself 
was  first  threatened  with  rebellion,  the  same  evil  was  sorely  felt.  The 
urgent  need  of  our  people,  and  the  promptness  and  alacrity  with  which 
Ohio  offered  her  blood  and  treasure  to  defend  our  sister  state,  Virginia, 
from  invasion,  justify  us  in  calling  upon  her,  believing  the  favor  will  be 
readily  acceded  to;  therefore,  be  it 

Resolved,  by  the  General  Assembly  of  the  state  of  Ohio,  That  the  con¬ 
struction  of  a  railroad  from  Steubenville,  Ohio,  over  the  territory  of 
Virginia,  to  the  state  line  of  Pennsylvania,  is  demanded  alike  for  the 
convenience  of  our  people,  the  transportation  of  the  mails,  and  the  con¬ 
sideration  before  alluded  to. 

Resolved,  That  the  governor  of  the  state  be  requested  to  forward  a  copy 
of  this  preamble  and  resolutions  to  the  governor  of  the  state  of  Virginia, 
to  have  the  same  laid  before  the  legislature  of  said  state,  respectfully  ask¬ 
ing  them  to  grant  the  right  of  way  for  building  the  railroad  aforesaid, 
across  their  territory,  and  for  building  and  maintaining  a  bridge  across 
the  Ohio  river,  at  or  near  the  city  of  Steubenville. 

Ohio  Laws,  1862,  p.  141. 


0 


CORPORATE  HISTORY. 


247 


AGREEMENT 

Steubenville  and  Indiana  Railroad  Company  and  the  Trustees  of 
Cadiz  Township  Relative  to  Construction  of  Cadiz  Branch. 

Dated  June  17,  1852. 

In  consideration  that  the  trustees  of  Cadiz  township,  in  the  county  of 
Harrison,  in  the  state  of  Ohio,  have,  in  pursuance  of  a  vote  of  said  town¬ 
ship,  executed  and  delivered  to  the  Steubenville  and  Indiana  Railroad 
Company  the  bonds  of  said  township  for  the  sum  of  one  hundred  thou¬ 
sand  dollars,  and  further,  that  said  trustees  shall  procure  and  provide 
good  individual  subscriptions  to  the  capital  stock  of  said  company  to 
the  amount  of  thirty  thousand  dollars,  to  be  expended  on  the  branch 
road  hereinafter  described,  and  shall  also  procure  releases  for  the  right 
of  way  for  said  branch  road,  or  additional  stock  sufficient  to  cover  the 
damages  which  shall  be  assessed  or  allowed  for  the  same.  The  said 
Steubenville  and  Indiana  Railroad  Company  agree  and  obligate  them¬ 
selves  as  follows,  to  wit:  To  construct  and  build  a  good  and  substantial 
first-class  branch  railroad  from  some  point  on  the  main  line  of  said 
Steubenville  and  Indiana  Railroad,  near  the  summit  in  said  county  of 
Harrison,  to  a  point  at  or  near  the  town  of  Cadiz,  in  said  county;  to 
place  on  the  same  good  and  substantial  superstructure,  with  a  good  and 
suitable  compound  or  T  rail;  to  equip  and  furnish  the  same  with  suitable, 
sufficient  and  proper  freight  and  passenger  cars  and  locomotives  for 
doing  all  the  business  of  said  branch;  to  provide  and  construct  at  the 
termination  of  said  branch,  at  or  near  the  town  of  Cadiz,  a  suitable  depot 
and  warehouse  and  car  and  engine  house;  to  run  daily  trains  of  cars 
from  said  town  of  Cadiz,  so  as  to  make  the  connection  with  the  eastern 
and  western  trains  on  the  main  line  of  said  road;  to  work  and  maintain 
and  keep  said  branch  road  in  good  repair  as  such  first-class  branch 
railroad  during  the  continuance  of  the  charter  of  said  company;  and  to 
complete  the  same  ready  for  use  within  two  months  after  the  main  line  of 
said  road  shall  be  finished  from  Steubenville  to  the  point  of  intersection 
of  the  main  road  and  branch.  The  subscription  of  said  thirty  thousand 
dollars  of  individual  stock  to  be  collected  without  expense  to  said  com¬ 
pany. 

Witness  the  signature  of  the  president  and  seal  of  said  company  this 
17th  day  of  June,  A.  D.  1852. 

JAMES  MEANS, 

President  of  the  Steubenville  and  Indiana  Railroad  Company. 

Attest:  J.  G.  MORRIS,  Secretary. 

% 


PLAN  OF  REORGANIZATION. 

Approved  by  stockholders,  April  9,  1864. 

Approved  by  board  of  directors,  April  11,  1864. 

transfer  of  stock. 

Whereas,  A  sale  of  the  property  and  franchises  of  the  Steubenville  and 
Indiana  Railroad  Company  has  been  made,  and  will  be  confirmed  at  the 


248  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

May  term  of  the  court,  unless  an  arrangement,  satisfactory  to  the  cred¬ 
itors  who  have  purchased  the  same,  is  at  once  concluded; 

And  whereas,  It  is  believed  that  an  arrangement  may  be  made  to  set 
aside  the  sale,  and  extend  the  time  for  the  payment  of  the  debts  of  the 
company,  and,  to  this  end,  be  it 

Resolved,  That,  in  consideration  that  the  purchasers  of  the  road  will 
consent  to  set  aside  the  sale,  abate  the  rate  of  interest  in  the  future  from 
seven  to  six  per  centum,  extend  the  time  of  payment  to  1st  of  January, 
1884,  and  reduce  their  new  principal  to  three  millions  of  dollars,  the 
shareholders  will  transfer  to  the  trustees  selected  by  the  parties  so  reduc¬ 
ing  their  principal,  the  one-half  of  the  capital  stock  owned  by  them, 
respectively,  but  the  mortgage  creditors  shall  not  be  bound  to  abate 
anything  from  their  principal,  nor  reduce  their  rate  of  interest,  unless 
all  shareholders  shall  make  the  transfer  aforesaid,  and  all  other  creditors 
shall  agree  to  surrender  their  interest,  and  extend  the  time  for  the  payment 
of  principal;  and,  as  to  such  stockholders  and  creditors,  said  debt  is  to 
continue  at  its  full  amount,  and  the  conventional  rate  of  interest  is  to 
remain  in  force.  These  provisions  being  for  the  benefit  of  the  mortgage 
creditors,  may  be  waived  by  them  only. 

SECURITY  OF  PLAN. 

Resolved,  That  to  carry  out  the  plan  for  the  reorganization  of  the  com¬ 
pany,  new  securities  should  be  given  to  creditors,  and  new  certificates  to 
shareholders;  but,  to  the  end  that  such  plan  may  be  securely  consummated, 
the  indebtedness  of  the  company,  as  ascertained  by  the  decree  in  the 
Harrison  Common  Pleas,  and  as  it  may  be  further  ascertained  and  de¬ 
termined  therein,  is  to  continue  as  the  indebtedness  of  the  company;  and 
in  the  event  that  any  shareholder,  or  other  creditor,  will  not  agree  to  the 
reorganization,  it  shall  be  lawful  for  the  trustees  of  creditors,  secured  by 
the  new  first  mortgage,  to  cause  an  order  of  sale  to  be  issued  on  said 
decree,  and  the  franchises  and  property  of  the  company  to  be  sold  there¬ 
under,  as  fully  and  effectually  as  if  no  arrangement  were  made  by  said 
creditors  in  pursuance  of  these  resolutions. 

FIRST  MORTGAGE. 

Resolved,  That  the  directors  of  the  Steubenville  and  Indiana  Railroad 
Company  be  and  they  are  hereby  authorized  to  execute  and  deliver  to  the 
trustees,  a  mortgage  upon  all  the  franchises  and  property  of  the  company, 
to  secure  the  sum  of  three  millions  of  dollars,  to  bear  interest  at  six  per 
centum,  from  the  1st  of  January,  1864,  payable  semi-annually,  in  New 
York;  the  principal  payable  on  the  1st  day  of  January,  1884,  according 
to  the  usual  forms  of  railway  mortgages;  and  also,  to  execute  and 
deliver  three  thousand  bonds,  for  $1000  each,  payable  to  said  trustees,  or 
bearer,  negotiable  by  delivery,  with  interest  warrants  attached;  said  bonds 
to  be  used  by  said  directors  for  the  benefit  of  the  company  in  the  reor¬ 
ganization  of  its  affairs,  with  the  holders  of  the  original  first  and  second 
mortgages,  and  the  Pennsylvania  Railroad  Company. 

Said  mortgage,  when  so  executed  and  delivered,  shall  be  known  as  the 
first  mortgage  of  the  company.  It  may  provide  that  said  bonds  may  be 


CORPORATE  HISTORY. 


2  49 


convertible  into  the  stock  of  the  company,  at  par,  at  any  time  before  the 
maturity  of  the  bonds. 


SECOND  MORTGAGE. 

Resolved,  That  the  directors,  for  the  purpose  of  absorbing  the  third 
mortgage  bonds,  the  income  bonds,  and  the  other  debts  of  the  company, 
howsoever  evidenced,  as  well  as  for  the  other  purposes  contemplated  by 
the  act  of  9th  April,  1863,  to  authorize  railroad  companies  to  increase 
their  capital  stock  and  issue  of  bonds  in  certain  cases,  are  also  hereby 
authorized  to  execute  and  deliver  to  trustees,  another  mortgage  upon  all 
the  franchises  and  property  of  the  company,  to  be  called  the  second 
mortgage,  for  the  sum  of  fifteen  hundred  thousand  dollars,  the  principal 
payable  on  1st  April,  1894,  with  interest  from  1st  April,  1864,-  payable 
semi-annually,  in  New  York,  in  the  usual  forms  of  railway  mortgages, 
and  also  to  execute  and  deliver  fifteen  hundred  bonds,  of  $1000  each,  pay¬ 
able  to  said  trustees,  or  bearer,  negotiable  by  delivery.  But  the  principal 
sum  of  this  mortgage  shall  not  become  due  upon  failure  to  pay  the 
interest,  nor  shall  said  trustees  or  bondholders  be  entitled  to  foreclose  the 
same  before  the  maturity  of  the  first  mortgage,  without  the  consent  of  a 
majority  of  the  holders  of  said  first  mortgage,  unless  the  funds  of  said 
company  shall  be  misapplied.  And  the  bonds  so  issued  and  secured, 
shall  be  used  by  the  directors  for  the  best  advantage  of  said  company, 
but  for  no  other  purpose  than  one  of  those  authorized  by  the  act  aforesaid. 

DEED  CONVEYING  FRANCHISE. 

Resolved,  That  the  directors  of  this  company,  in  case  they  shall  not  be 
able  to  arrange  with  the  purchasers  of  the  railroad,  property  and  franchises 
of  the  company,  for  a  reorganization  of  the  company,  by  setting  aside  the 
sale  heretofore  made,  shall  be  and  are  authorized  to  execute  and  deliver 
to  said  purchasers,  or  their  assigns,  a  deed,  conveying  to  them  the  fran¬ 
chises  theretofore  enjoyed  by  this  company,  which  are  not,  by  the  laws 
of  Ohio,  subjects  of  judicial  sale,  upon  the  best  terms  and  conditions 
which  can  be  obtained  within  the  provisions  of  the  act  of  the  4th  April, 
1863,  supplementary  to  the  act  “  To  provide  for  the  creation  and  regula¬ 
tion  of  incorporated  companies  in  the  state  of  Ohio." 

CAPITAL  STOCK. 

Resolved,  That  the  capital  stock  of  this  company  shall  be  and  hereby  is 
increased  by  the  addition  thereto  of  the  sum  of  three  millions  five  hundred 
thousand  dollars,  for  the  purpose  of  enabling  the  holders  of  the  first  and 
second  mortgage  bonds  to  convert  the  same  into  said  capital  stock,  at  the 
par  value  thereof,  at  their  option,  to  be  exercised  before  maturity  of 
bonds,  but  for  no  other  purpose  whatsoever. 

CENTRAL  OHIO. 

Resolved,  That,  in  the  opinion  of  the  shareholders,  it  is  inexpedient  tO' 
extend  the  company’s  line  from  Newark  to  Columbus,  if  an  arrangement 
can  be  made  with  the  Central  Ohio  Railroad  Company  for  the  purchase 


25O  PITTSBURGH,  CINCINNATI.  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

of  an  undivided  half  of  so  much  of  said  road  as  is  common  to  the  route 
and  charters  of  both  companies.  And  the  directors  are  authorized  and 
requested  to  make  the  purchase  of  said  undivided  interest,  and  for  the 
purpose  of  paying  the  purchase  money,  as  soon  as  said  sale  shall  be 
confirmed  by  the  Circuit  Court  of  the  United  States,  are  authorized  to 
issue  bonds,  not  exceeding  the  sum  of  seven  hundred  and  seventy-five 
thousand  dollars,  and  to  secure  the  same  by  a  mortgage  of  the  property 
so  bought,  and,  if  need  should  be,  of  the  other  property  of  said  company, 
but,  as  to  the  latter,  subject  to  the  new  first  and  second  mortgages. 

And  they  are  authorized  to  deliver  said  bonds  to  the  Central  Ohio 
Railroad  Company  in  payment,  or  to  sell  the  same,  and  apply  the  pro¬ 
ceeds,  or  to  hypothecate  the  same  for  the  money  so  to  be  used  in  pay¬ 
ment. 

Resolved,  That  the  time  within  which  creditors  and  stockholders  may 
subscribe  to  the  plan  of  reorganization,  be  extended  to  Monday,  the  19th  of 
May,  being  the  day  preceding  the  next  term  of  court  in  Harrison  county, 
and  that  all  who  do  not  subscribe  on  or  before  that  day,  shall  be  ex¬ 
cluded  from  participation  in  the  benefits  thereof. 


DECREE 

Of  Common  Pleas  Court,  Harrison  County,  Ohio,  Ordering  Sale 
of  Steubenville  and  Indiana  Railroad  and  Decree  Setting 
Sale  Aside. 

This  cause  came  on  to  be  heard  on  the  petition  of  the  plaintiffs,  the 
joint  answer  of  Jeremiah  Wilbur  and  Henry  M.  Alexander,  trustees 
under  the  first  and  second  deeds  of  trust,  executed  by  said  Steubenville 
and  Indiana  Railroad,  and  which  are  hereafter  designated  as  the  first  and 
second  mortgages,  the  answer  of  Samuel  McClelland  and  the  trustees 
of  Cadiz  township,  the  Steubenville  and  Indiana  Railroad  Company 
having  been  duly  served  with  process,  and  having  failed  to  answer  or 
demur,  and  having  made  default  after  having  been  three  times  called  to 
appear  and  answer,  and  also  upon  the  exhibits  and  testimony,  in  open 
court,  and  was  argued  by  counsel,  and  the  court  being  fully  advised  in 
the  premises,  find  in  the  matters  in  controversy  between  the  plaintiffs  and 
said  trustees  under  the  first  mortgage,  the  law  and  the  equity  to  be  with 
said  trustees,  and  the  court  find: 

1st.  That  said  Steubenville  and  Indiana  Railroad  Company  is  insol¬ 
vent,  and  wholly  unable  to  pay  its  debts,  or  the  interest  accrued  thereon; 
and  that  the  creditors  are  entitled  to  have  their  liens  ascertained,  their 
priority  established,  and  the  property  and  rights  of  said  company  sold 
and  the  proceeds  of  the  sale  distributed. 

2nd.  That  taxes  are  due  and  unpaid,  which  amount  to  the  sum  of 

$ - ,  and  that  for  the  principal  and  interest,  excluding  the  penalties, 

they  are  a  paramount  lien  on  all  the  property  of  said  company. 

3rd.  That  it  was  necessary  for  said  company  to  borrow  money,  in 
order  to  complete  said  road,  and  that  the  mortgage  was  lawfully  exe¬ 
cuted  and  recorded  as  alleged  in  the  answer  of  the  trustees;  that  the  bonds 


CORPORATE  HISTORY. 


251 


were  issued  by  the  company,  sold  to  bona  fide  holders,  and  the  proceeds 
applied  to  the  road;  that  said  mortgage  undertook  to  pass  the  then 
acquired  and  the  thereafter  to  be  acquired  property  of  said  company,  and 
the  bonds  were  taken  by  the  purchasers  relying  on  said  mortgage  and 
its  covenant  for  further  assurance;  that  by  the  tenor  and  effect  of  said 
bonds  and  mortgage,  they  were  to  become  due  on  failure  of  the  com¬ 
pany  to  pay  any  installment  of  interest;  that  the  company  failed  to  pay 
the  interest  on  the  1st  day  of  July,  1857,  and  at  subsequent  failures  the 
trustees  were  required  to  proceed  to  force  the  collection  of  the  same; 
that  there  is  due  on  said  bonds,  which  are  in  number  1500,  and  as 
between  the  several  holders  are  equal  in  equity,  the  sum  of  $1,500,000; 
that  there  is  due  thereon  for  interest  up  to  and  including  the  31st  day 
of  December,  1863,  $735,000;  that  there  is  also  due  for  interest  on  the 
coupons  or  interest  warrants,  as  alleged  in  the  answer  of  said  trustees, 
the  court  allowing  on  this  only  6  per  cent.,  the  sum  of  $143,325.  These 
sums,  after  the  payment  of  costs  herein  and  taxes  lawfully  assessed,  con¬ 
stitutes  the  first  lien  on  said  company’s  road,  its  rights,  property  and 
franchises,  except  the  Cadiz  branch,  of  which  sums  so  found,  $2,235,000 
shall  bear  interest  at  7  per  cent.,  and  $143,325  at  6  per  cent,  from  Janu¬ 
ary  1st,  1864. 

4th.  That  said  company  also  lawfully  executed  its  second  mortgage  at 
the  time  as  alleged  in  the  petition  and  answer  of  the  trustees,  that  it  was 
recorded  as  therein  alleged,  that  it  contained  similar  clauses  to  the  first 
mortgage,  and  the  principal  was  to  become  due  and  payable  upon  failure 
to  pay  any  installment  of  interest;  and  that  said  company,  on  the  first 
day  of  October,  1857,  made  default  in  paying  said  interest,  and  ever 
since  failed  to  pay  the  same;  that  900  bonds  of  $1000  were  prepared  by 
said  company  under  its  second  mortgage,  but  being  unable  to  negotiate 
the  same  upon  the  credit  of  the  company  and  the  security  of  said  mort¬ 
gage,  procured  the  Pennsylvania  Railroad  Company  to  inscribe  upon 
500  of  said  bonds  the  guaranty  of  that  company,  by  which  it  bound  itself 
to  pay  the  holders  of  said  guaranteed  bonds  the  principal  and  interest 
thereof;  and  as  to  said  500  bonds,  the  court  find  that  the  said  Steuben¬ 
ville  and  Indiana  Railroad  Company  paid  interest  thereon  up  to  the 
first  of  October,  1857,  and  that  subsequently  on  each  first  day  of  April 
and  October  in  each  year  thereafter,  the  Pennsylvania  Railroad  Com¬ 
pany  paid  the  sum  of  $17,500  for  interest  on  said  guaranteed  bonds. 
There  is  due  to  the  holders  of  said  bonds  the  sum  of  $500,000.  There  is 
due  to  the  Pennsylvania  Railroad  Company  for  interest  paid  by  it  the  sum 
of  $236,250.  There  is  due  to  said  company  for  interest  on  the  interest 
so  paid,  the  sum  of  $44,362.50.  That  the  residue  of  said  bonds,  namely, 
400  in  number,  were  deposited  with  Robert  Garrett  and  Sons,  Baltimore, 
Md.,  for  sale,  and  there  were  sold  20  in  number;  and  the  court  find 
there  is  due  to  the  holders  thereof  the  sum  of  $20,000,  for  interest  thereon 
the  sum  of  $9450,  for  interest  upon  said  interest  $1174.50;  and  as  to 
the  residue  of  said  second  mortgage  bonds,  the  court  find  that  they,  380 
in  number,  remain  in  the  possession  of  the  said  Robert  Garrett  and  Sons, 
who  are  unable  to  sell  the  same,  and  that  said  company  made  a  contract 
with  them,  by  which  they  were  to  advance  moneys  from  time  to  time  as  the 


252  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


necessities  of  said  company  required,  and  that  said  Garrett  and  Sons  were 
to  rely  on  the  second  mortgage  bonds  in  their  hands  as  indemnity  and 
security  for  said  advances,  and  in  pursuance  of  said  contract,  and  on  the 
faith  of  said  pledges,  said  Garrett  and  Sons  advanced  to  said  company, 
to  be  expended  in  completing  the  road  and  in  the  payment  of  coupons  on 
the  other  bonds,  a  large  sum  of  money,  and  the  court  find  there  is  due  to 
them  on  account  of  said  advances,  including  interest  to  the  first  of 
January,  1864,  the  sum  of  $503,204.42,  which  sum  the  court  find  is  less 
than  the  amount  due  for  principal  and  interest  on  said  bonds,  said  prin¬ 
cipal  amounting  to  $380,000,  the  interest  $246,050,  together  the  sum  of 
$626,050;  and  for  the  sums  so  severally  found  due,  the  said  holders  of 
the  second  mortgage  bonds  and  the  Pennsylvania  Railroad  Company  and 
said  Robert  Garrett  and  Sons,  without  priority  as  between  themselves, 
are  entitled  to  a  lien  on  said  railroad,  except  the  Cadiz  branch,  and  the 
property,  rights  and  franchises  of  said  company,  after  and  postponed  to 
the  lien  found  in  favor  of  the  first  mortgage  bondholders,  which  sums  are 
to  bear  interest  at  7  per  cent.,  except  the  sum  of  $46,537,  which  bears 
interest  at  6  per  cent. 

5th.  The  court  find  that  on  the  7th  of  April,  1855,  the  said  company, 
after  the  completion  of  its  road  to  Newark  from  Steubenville,  executed 
and  delivered  to  said  Wilbur  and  Alexander,  as  trustees,  a  supplemental 
mortgage  upon  all  the  property,  franchises,  and  income  of  said  company, 
that  said  supplemental  mortgage  was  executed  in  compliance  with  the 
covenants  contained  in  said  first  and  second  mortgages  for  further  assur¬ 
ance  to  said  trustees,  and  that  the  same  operated  and  enured  in  equity 
for  the  benefit  of  the  parties  owning  and  entitled  to  the  bonds  of  said 
first  and  second  mortgages,  in  the  order  of  priority  as  established  by 
those  instruments,  and  not  in  derogation  of  any  rights  or  of  any  lien  or 
the  order  thereof  as  they  heretofore  existed. 

6th.  And  the  court  find  that  on  the  15th  day  of  February,  1856,  said 
company  executed  and  delivered  to  Martin  Andrews  and  Stuart  B. 
Shotwell,  as  trustees,  the  third  mortgage  on  said  road,  which  was  duly 
recorded  as  in  their  answer  alleged,  and  which  the  court  find  included 
the  Cadiz  branch  road;  that  bonds  to  the  amount  of  $600,000  were  pre¬ 
pared  for  issue  by  said  company  under  said  mortgage;  that  bonds  had 
been  sold  in  good  faith  to  the  amount  of  $34,000;  that  there  is  due  for 

interest  thereon  the  sum  of  $ - ;  that  other  bonds  of  said  issue 

have  been  hypothecated  and  pledged  to  various  parties  for  various  sums 
of  money  to  the  amount  of  $230,000;  that  the  Pennsylvania  Railroad 
Company  has  in  its  possession  of  said  issue  bonds  to  the  amount  of 
$269,000;  that  said  company  has  advanced  in  money  to  the  Steubenville 
and  Indiana  Railroad  Company  a  large  sum  of  money  with  an  agreement 
that  the  money  for  passengers  and  freight  coming  into  its  hands  be¬ 
longing  to  the  Steubenville  and  Indiana  Railroad  Company  should  be 
retained  by  it  and  applied  to  said  account,  and  as  additional  security  for 
the  same  account  has  in  pledge  the  third  mortgage  bonds  aforesaid, 
which  exceed  in  amount  the  balance  due  on  said  account,  and  the  residue 
of  said  bonds  to  the  amount  of  $67,000  are  in  the  possession  of  the  said 
company  not  sold,  pledged,  or  hypothecated,  or  if  so  pledged,  have  been 


CORPORATE  HISTORY. 


253 


redeemed  by  said  company,  and  the  court  find  that  the  said  third  mort¬ 
gage  is  the  first  mortgage  lien  on  the  Cadiz  branch  road,  and  the  third 
lien  on  the  residue  of  said  railroad  and  other  property. 

7th.  And  the  court  find  that  said  company  also  issued  certain  bonds 
called  income  bonds,  subsequent  to  the  record  of  the  first  and  second 
mortgages,  and  before  the  execution  and  record  of  the  third  mortgage, 
which  said  bonds  undertook  to  pledge  the  income  of  said  road  to  the 
payment  of  the  same;  that  of  said  bonds  there  were  actually  sold  by  said 
company  to  bona  fide  holders  the  sum  of  $121,185;  there  were  hypothecated 
as  security  for  other  debts  bonds  to  the  amount  of  $261,000.  These  are 
now  held  by  said  company,  never  having  been  issued,  or  having  been 
issued  were  retained  by  the  company  in  exchange  for  third  mortgage 
bonds  and  otherwise  the  sum  of  $36,825  and  the  court  find  that  there  are 
other  obligations  of  said  company,  which  were  reduced  to  judgment,  or 
existing  in  the  shape  of  promissory  notes,  books  of  account  and  out¬ 
standing  contracts  to  an  amount  not  satisfactorily  brought  to  a  knowl¬ 
edge  of  the  court,  and  for  the  purpose  of  ascertaining  the  parties,  the 
dates  and  amounts  due  on  all  the  claims  against  said  company  and  not 
herein  specially  found  and  ascertained,  this  cause  is  ordered  to  be  referred 
to  the  receiver  to  make  report  thereon,  to  the  next  term,  and  all  ques¬ 
tions  arising  as  to  the  priority  of  the  liens,  except  as  to  the  first,  second 
and  third  liens,  are  reserved. 

And  the  court  further  find  that  the  contract  set  out  in  the  exhibit,  to 
the  answer  of  the  trustees  of  Cadiz  township,  and  filed  with  said  answer  ' 
in  this  case,  was  duly  entered  into  on  the  17th  day  of  June,  1852,  as  in 
the  answer  alleged,  by  and  between  said  trustees  and  said  company,  that 
the  conditions  therein  recited  on  the  part  of  said  trustees  of  said  town¬ 
ship  have  been  fully  and  faithfully  performed  by  them,  and  that  the  con¬ 
ditions  therein  recited  to  be  performed  on  the  part  of  said  company  are 
a  subsisting  and  continuing  contract  remaining  in  full  force.  And  the 
court  further  find  that  the  trustees  of  the  third  mortgage  had  notice  of 
said  contract  at  the  time  of  the  execution  of  their  mortgage,  and  whether 
the  trustees  of  the  first  and  second  mortgages  had  notice  thereof  is  re¬ 
served  to  the  next  term. 

.It  is  thereupon  ordered,  adjudged  and  decreed  by  the  court,  that  the 
Steubenville  and  Indiana  Railroad  Company,  on  the  1st  day  of  January, 
1864,  to  which  date,  by  assent  of  the  parties,  said  railroad  company 
included,  and  the  same  day  being  more  favorable  to  said  company,  the 
amounts  due  having  been  liquidated  and  ascertained,  shall  pay  or  cause  to 
be  paid  to  the  trustees  under  the  first  and  second  mortgages,  the  amounts 
so  as  aforesaid  found  to  be  due  to  them,  for  the  benefit  and  behoof  of 
the  several  holders  of  the  bonds  under  the  said  first  and  second  mort¬ 
gages  to  be  paid  out  by  them  only  on  the  production  of  said  bonds,  and 
in  default  of  such  payment,  that  Stephen  R.  McGee,  as  special  master 
commissioner,  shall  cause  the  said  mortgaged  premises  to  be  sold  accord¬ 
ing  to  law,  to  wit:  the  entire  property  and  road  of  the  said  Steubenville 
and  Indiana  Railroad  Company  lying  within  the  towns  of  Steubenville 
and  Newark,  and  between  the  same  and  the  branch  thereof  to  Cadiz, 
including  the  rights  of  way  held  and  contracted  for  by  said  company, 


254  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


together  with  the  superstructure  and  tracks  thereon,  and  all  side  tracks,, 
turn-outs,  depot  grounds  and  buildings  thereon  and  appertaining  thereto, 
and  all  other  the  franchises,  rights  and  privileges  of  said  company  which 
under  the  laws  of  the  state  of  Ohio  are  subject  to  judicial  sale  and  may 
pass  thereby,  including  also,  as  part  of  said  premises,  all  machine  shops, 
turn-tables,  water  stations,  warehouses  and  lots  and  lands  used  in  operat¬ 
ing  said  road,  and  held  by  it  for  that  purpose,  and  all  the  engines,  loco¬ 
motives,  cars  and  machinery,  tools  and  all  other  property  used  in  operat¬ 
ing  and  maintaining  said  road,  belonging  to  said  railroad  company.  And 
it  is  ordered  by  the  court,  to  avoid  sacrifice,  that  the  personal  property 
shall  also  be  appraised  and  sold  for  not  less  than  two  thirds  of  its 
appraised  value  at  the  same  time  that  said  railroad  is  sold.  And  the 
master  is  ordered  to  make  said  sale  at  Steubenville,  and  that  he  cause 
it  to  be  advertised  for  sale  in  at  least  one  newspaper  in  each  county 
through  which  said  railroad  passes,  and  also  in  one  newspaper  in  New 
York  and  Cincinnati;  and  the  court  allow  as  compensation,  chargeable 
against  the  proceeds,  to  the  trustees  under  the  first  mortgage,  $2500;  to 
the  trustees  under  the  second  mortgage,  the  sum  of  $2500;  to  the  trustees 
under  the  third  mortgage,  upon  surrender  of  the  bonds  of  the  third 
mortgage  received  by  them,  the  sum  of  $500  each;  and  the  court  allow 
as  compensation  to  the  counsel  of  the  trustees  under  the  first  and  second 
mortgages  the  sum  of  2j4>  per  cent.,  payable  out  of  the  moneys  for  dis¬ 
tribution;  and  until  sale  and  confirmation  thereof  the  interlocutory  order 
theretofore  made  in  this  cause  is  continued  in  force. 

And  afterward,  to  wit,  on  the  6th  day  of  January,  1864,  an  order  of 
sale  was  issued  in  this  case  by  the  clerk  of  the  court  aforesaid,  directed 
and  delivered  to  the  special  master  commissioner  heretofore  appointed 
(S.  R.  McGee),  in  obedience  to  which  order  of  sale  the  said  master  com¬ 
missioner  levied  upon  and  caused  to  be  appraised  all  the  property  de¬ 
scribed  in  the  foregoing  decree  of  this  court,  by  virtue  of  which  decree 
the  said  order  of  sale  was  issued. 

And  afterward,  to  wit,  on  the  27th  day  of  February,  1864,  said  master 
commissioner  did  sell  said  property  to  John  Edgar  Thomson,  Henry  M. 
Alexander  and  George  W.  McCook  at  and  for  the  sum  of  $1,908,889. 

And  afterward,  to  wit,  on  the  25th  day  of  October,  1866,  being  term 
time,  came  the  parties  and  on  motion  Ashbel  Green,  Robert  Sherrard, 
Jr.,  and  R.  C.  Hoffman  were  appointed  special  masters  to  examine  and 
report  upon  the  accounts  of  Thos.  L.  Jewett,  Esq.,  the  receiver  heretofore 
appointed  in  this  case.  And  it  is  further  ordered,  that  said  commis¬ 
sioners  make  report  to  the  next  term  of  this  court. 

And  afterward,  to  wit,  on  the  13th  day  of  February,  1867,  being  term 
time,  the  reports  of  the  commissioner  upon  the  accounts  of  Thomas  L. 
Jewett,  receiver  in  this  cause,  having  been  filed,  it  is  ordered  that  the 
motion  to  confirm  the  sale  and  all  questions  arising  thereon  stand 
continued  to  the  next  term,  and  it  is  further  ordered  that  the  accounts 
of  the  receiver  for  the  time  not  included  in  the  report,  namely,  from  and 
including  the  1st  day  of  January,  1867,  be  referred  to  the  same  commis¬ 
sioners  or  any  two  of  them,  with  directions  to  report  at  the  next  term 
of  this  court. 


CORPORATE  HISTORY. 


255 


And  afterward,  to  wit,  May  16,  1867,  being  term  time,  on  motion  to 
the  court  by  the  counsel  for  the  executors  of  John  Andrews,  deceased, 
leave  is  given  to  the  said  executors  to  withdraw  the  motion  made  herein 
against  the  receiver  in  this  case  without  any  determination  thereon  by 
the  court,  and  said  motion  was  withdrawn  accordingly.  And  on  the 
same  day,  May  16,  1867,  being  still  term  time,  this  cause  came  on  to  be 
heard  upon  the  accounts  of  the  receiver  heretofore  appointed  herein,  of 
his  receipts  and  disbursements  as  such,  and  his  transactions  in  the  man¬ 
agement  of  said  trust,  from  the  commencement  thereof  up  to  and  includ¬ 
ing  the  31st  day  of  December,  1866,  together  with  the  report  thereon  of 
Ashbel  Green,  Robert  Sherrard,  Jr.,  and  R.  C.  Hoffman,  the  commis¬ 
sioners  to  whom  the  said  account,  and  all  the  vouchers  in  support  thereof, 
were  referred  at  a  former  term,  and  there  having  been  no  exceptions  filed 
thereto,  the  court  thereupon,  on  consideration  thereof,  and  being  satis¬ 
fied  the  said  accounts  and  report  are  correct,  ordered  and  decreed  that 
the  said  accounts  and  the  report  of  the  commissioners  stand  approved 
and  confirmed,  and  the  court’s  further  order  confirmed;  and  the  court 
further  order  that  the  vouchers  in  support  of  said  accounts  shall  remain 
for  security  thereof  and  the  protection  of  the  said  receiver  in  the  safes  oi 
said  Steubenville  and  Indiana  Railroad  Company,  instead  of  on  the 
files  of  this  court,  and  as  compensation  to  the  said  commissioners, 
including  all  expenses,  the  court  allow  the  sum  of  $750  to  each,  to  be 
paid  by  the  said  receiver  and  charged  as  costs  in  this  case.  And  for 
further  accounting  by  the  receiver,  and  the  determination  of  the  other 
questions  involved,  this  case  is  continued. 

And  afterward,  to  wit,  on  the  26th  day  of  October,  1870,  being  term 
time,  on  motion  to  the  court  in  behalf  of  the  Steubenville  and  Indiana 
Railroad  Company  and  by  consent  of  John  Edgar  Thomson,  H.  M. 
Alexander  and  Geo.  W.  McCook,  the  purchasers  at  the  sale  of  the  prop¬ 
erty  and  franchises  of  said  railroad  company,  made  on  the  27th  day  of 
February,  1864,  at  Steubenville,  by  S.  R.  McGee,  the  special  master 
commissioner,  heretofore  appointed,  and  by  consent  of  the  counsel  of 
the  first  mortgage  bondholders,  who  alone  would  have  been  entitled  to 
the  proceeds  of  said  sale  if  the  same  had  been  confirmed,  and  all  parties 
then  having  superior  liens  to  said  first  mortgage  bondholders  having 
been  paid,  it  is  ordered  and  decreed  that  said  sale  be  and  the  same  is 
hereby  set  aside,  the  costs  of  the  same  to  be  paid  by  the  Steubenville 
and  Indiana  Railroad  Company. 

And  afterward,  to  wit,  on  the  27th  day  of  October,  1870.  being  yet  term 
time,  this  cause  came  on  to  be  heard  upon  the  petition  and  answers  of 
the  several  defendants  and  motions  and  reports  herein,  and  was  argued 
by  counsel,  and  the  court  being  fully  advised  in  the  premises,  does  find: 

1st.  That  all  superior  liens  for  taxes  due  the  state  of  Ohio,  and 
the  treasurers  of  the  counties  of  Coshocton,  Jefferson.  Licking  and  Har¬ 
rison  have  since  the  filing  of  their  several  answers  herein,  been  paid 
off  and  discharged  by  the  receiver. 

2nd.  That  there  are  now  pending  before  the  court,  no  motions  or 
answers  in  behalf  of  any  creditors  of  the  fund  in  the  hands  of  the  re¬ 
ceiver  for  any  debts  created  by  the  receiver,  nor  for  any  liability  incurred 


256  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

by  him  in  the  management  of  said  railway,  nor  for  any  preferred  claims, 
except  the  preference  arises  by  mortgage. 

3rd.  That  the  accounts  of  the  receiver  have  been  adjusted  and  settled 
up  to  the  1st  day  of  January,  1867;  that  on  the  12th  day  of  February, 
1867,  a  reorganization  of  the  Steubenville  and  Indiana  Railroad  Com¬ 
pany  was  approved  by  the  stockholders  of  said  company,  and  that  in 
anticipation  of  such  reorganization  the  accounts  of  said  company  were 
kept  from  the  day  to  which  said  receiver’s  accounts  were  settled,  namely, 
from  the  1st  day  of  January,  1867,  including  that  day. 

4th.  That  the  indebtedness  of  the  receiver  existing  on  that  day,  in¬ 
cluding  that  for  which  he  had  made  himself  personally  responsible,  have 
been  paid  off  or  merged  in  bonds  of  the  company  as  reorganized,  or 
assumed  by  the  company  in  arrangement  with  the  creditors. 

5th.  That  the  receiver  has  in  his  hands  18  bonds  of  the  Union  and 
Logansport  Railroad  Company,  for  $1000  each  and  of  the  value  of  75 
cents  on  the  dollar,  which  were  the  property  of  said  receiver  before 
the  reorganization. 

6th.  That  after  the  sale  of  the  property  and  franchises  of  said  com¬ 
pany,  an  arrangement  was  made  by  which  the  plaintiffs,  the  trustees 
of  the  first,  second  and  third  mortgage  bondholders,  and  all  the  bond¬ 
holders  secured  by  said  mortgages,  where  they  could  be  reached,  and 
whose  bonds  are  not  in  controversy,  have  accepted  new  securities,  in 
part  of  their  indebtedness,  and  have  surrendered  the  residue  thereof, 
and  in  pursuance  of  said  arrangement,  that  said  sale  has  been  set  aside, 
and  that  no  persons  entitled  in  equity  to  any  relief  in  this  case,  are  now 
claiming  to  enforce  the  same,  either  against  said  railway  or  the  fund 
remaining  in  the  hands  of  the  receiver. 

It  is  therefore  by  the  court  here,  now  ordered,  adjudged  and  decreed, 
that  all  the  motions  pending  in  this  cause  be  overruled,  and  that  the  de¬ 
fendants  who  have  answered,  and  whose  claims  are  not  otherwise  in  this 
cause  determined  are  not  entitled  to  the  relief  sought  in  the  case.  And 
that  the  petition  be  and  the  same  is  hereby  dismissed,  saving  however,  to 
all  the  parties  hereto,  their  rights  against  the  Steubenville  and  Indiana 
Railroad  Company  and  the  company  as  reorganized,  and  without  prejudice 
to  their  liens  and  rights  against  said  companies,  and  saving  further  to 
the  trustees  of  Cadiz  township  all  rights  as  found  and  declared  hereto¬ 
fore,  to  wit:  at  the  October  term,  1863,  of  this  court,  page  171  of 
Journal  I,  and  by  the  decree  then  entered  declaring  the  contract  with  the 
Steubenville  and  Indiana  Railroad  Company  to  be  in  full  force  and 
continuing. 

And  it  is  further  ordered,  adjudged  and  decreed  by  the  court,  that 
the  said  receiver  be  and  he  is  hereby  discharged  from  all  liability  and 
responsibility  in  respect  to  said  trust;  and  it  is  ordered  and  decreed 
further  that  the  receiver  herein  shall  retain  as  his  own  property  the  said 
18  bonds  of  the  Union  and  Logansport  Railroad  Company  for  his 
expenses  during  the  existence  of  said  receivership  from  the  12th  of 
September,  1859,  to  the  1st  of  January,  1867,  in  lieu  of  the  money  com¬ 
pensation  of  $3000  per  annum  recommended  by  the  commissioners  who 
settled  his  account,  the  said  receiver  having  agreed  to  accept  the  same 
in  discharge. 


CORPORATE  HISTORY. 


257 


And  it  is  further  ordered,  adjudged  and  decreed  by  the  court  that  the 
costs  herein  are  to  be  taxed  against  the  Steubenville  and  Indiana  Railroad 
Company,  and  to  be  paid  within  30  days  from  taxation,  and  in  default 
thereof,  by  the  reorganized  company  within  a  like  time  of  30  days. 


DEED. 

Central  Ohio  Railroad  Company  to  Steubenville  and  Indiana 

Railroad  Company. 

Dated  August  31,  1864. 

Conveying  the  undivided  one-half  of  the  railroad  between  Newark  and 

Columbus,  Ohio. 

This  indenture,  made  the  thirty-first  day  of  August,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  sixty-four,  between  the  Central 
Ohio  Railroad  Company,  party  of  the  first  part;  Hugh  J.  Jewett,  receiver 
of  the  said  company,  duly  appointed  by  the  Circuit  Court  of  the  United 
States  for  the  District  of  Ohio,  party  of  the  second  part,  and  the  Steuben¬ 
ville  and  Indiana  Railroad  Company,  party  of  the  third  part: 

Whereas,  The  said  the  Central  Ohio  Railroad  Company  and  the  Steu¬ 
benville  and  Indiana  Railroad  Company  now  use  the  track  of  the  Central 
Ohio  Railroad,  from  Newark  to  Columbus,  in  the  state  of  Ohio,  in  com¬ 
mon;  which  said  track  is  owned  by  the  said  Central  Ohio  Railroad  Com¬ 
pany,  and  the  said  Columbus  is  a  point  common  to  both  of  said  railroads 
by  their  respective  charters,  and  the  said  the  Steubenville  and  Indiana 
Railroad  Company  use  the  said  track; 

And  whereas,  It  is  for  the  interest  of  both  of  the  said  companies  that 
the  said  track  should  be  used  by  them  in  common,  and  the  construction  of 
another  line  between  the  said  points  avoided; 

And  whereas,  By  an  act  of  the  General  Assembly  of  the  state  of  Ohio, 
passed  on  the  seventh  day  of  April,  A.  D.  1863,  entitled  “  An  act  to  pro¬ 
vide  for  the  adjustment  of  the  affairs  of  insolvent  railroad  companies,  and 
for  their  reorganization  without  a  sale  of  the  property  thereof,”  it  is 
enacted  that  in  case  judicial  proceedings  are  or  may  thereafter  be  pending 
in  any  of  the  courts  sitting,  or  which  may  sit  in  said  state,  for  the  sale 
of  any  railroad,  and  the  same  is  in  the  hands  of  a  receiver  or  receivers, 
appointed  by  such  court,  and  in  case  the  railroad  involved  in  such  judicial 
proceedings  may  be  used  in  whole  or  in  part  by  said  company,  in  common 
with  any  other  railroad  company,  on  the  same  track,  between  any  points 
on  the  line  common  to  both,  and  within  the  limits  of  termini  established 
by  the  charters  of  both  of  such  companies,  it  shall  be  lawful  for  said 
company  owning  the  said  railroad,  if  the  same  can  be  done  without  im¬ 
pairing  the  usefulness  thereof  to  the  company  owning  the  same,  to  lease 
for  a  period  of  years,  for  an  annual  rentage,  or  to  sell  for  a  fixed  sum  to 
the  said  railroad  company  to  which  the  said  line  of  road  in  whole  or  in 
part  is  common,  an  undivided  interest  in  the  same,  upon  such  terms  and 
conditions  as  may  be  agreed  upon;  such  lease  or  sale  to  be  reported  to  and 
approved  by  said  court,  and  when  so  made  and  approved,  the  lessee  or 
vendee  thereof  shall  hold  the  same  free  from  any  previous  lien  which 
had  been  put  thereon; 

1 7 


258  PITTSBURGH,  CINCINNATI,'  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


And,  whereas,  The  said  companies,  parties  of  the  first  and  third  parts 
hereto,  have  not  been  able  to  arrange  for  a  lease  of  said  track  between 
Newark  and  Columbus,  but  have  agreed  upon  a  sum  for  the  sale  and 
purchase  of  an  undivided  interest  therein,  as  hereafter  mentioned,  which 
sale  can  be  effected  without  impairing  the  usefulness  of  the  said  track, 
so  used  in  common,  to  the  said  party  of  the  first  part  hereto, 

And  whereas,  By  a  contract  between  the  parties  of  the  first  and  third 
parts  hereto,  dated  the  fourteenth  day  of  March,  Anno  Domini  1864, 
duly  executed  in  the  respective  names  by  their  respective  presidents,  and 
sealed  with  their  respective  corporate  seals  (a  copy  of  which  contract  is 
hereto  annexed,  attested  by  the  signatures  of  the  respective  presidents  of 
the  parties  of  the  first  and  third  parts  hereto,  and  of  the  party  of  the 
second  part  hereto,  and  is  made  part  hereof),  the  said  party  of  the  first 
part  did  agree  to  sell,  and  the  said  party  of  the  third  pait  hereto  did  agree 
to  purchase  the  one  undivided  half  of  so  much  of  said  Central  Ohio  Rail¬ 
road  as  lies  between  Newark  and  Columbus  aforesaid,  being  the  part 
thereof  now  used  in  common  by  the  said  two  railroads,  including  all 
depots,  depot  grounds,  machine  shops,  stations  and  side  tracks,  and  all 
other  property  within  and  between  the  said  two  points,  of  every  kind  and 
description,  except  locomotives  and  all  other  description  of  rolling  stock, 
for  the  price  or  sum  of  seven  hundred  and  seventy-five  thousand  dollars, 
said  contract  to  be  subject  to  the  approval  of  the  boards  of  directors  of 
each  of  said  two  companies,  and  also  of  the  said  court,  as  by  reference 
to  said  recited  contract  will  fully  appear; 

And  whereas,  The  said  Hugh  J.  Jewett,  receiver  as  aforesaid,  party  of 
the  second  part  hereto,  having  duly  reported  said  contract  to  said  Circuit 
Court  of  the  United  States  for  the  District  of  Ohio,  with  a  recommenda¬ 
tion  that  said  court  approve  and  confirm  the  same,  and  the  said  receiver 
having  given  due  public  notice  thereof,  according  to  law  and  the  orders  of 
the  said  court,  it  was  so  proceeded  in  that  the  said  court,  at  the  June 
term  thereof  of  this  year,  made  an  order  and  decree  in  the  words  follow¬ 
ing,  to  wit: 

“  Now  comes  Hugh  J.  Jewett,  Esq.,  receiver  in  this  cause,”  (viz.,  the 
case  of  George  S.  Coe,  trustee,  vs.  the  Central  Ohio  Railroad  Company, 
et  al.,  in  chancery  1191)  “and  presents  his  report,  which  is  ordered  to  be 
filed,  whereby  it  is  made  known  to  the  court  that  he,  the  said  receiver,  in 
obedience  to  the  order  of  the  court,  heretofore  made  in  that  behalf,  and 
without  unnecessary  delay  after  the  entering  of  said  order,  caused  to  be 
published  in  ten  consecutive  issues  of  the  New  York  Times  and  the 
Cincinnati  Commercial,  each  issued  daily,  notices  to  all  parties  concerned 
that  a  sale  had  been  reportetd  to  this  court  by  the  Central  Ohio  Railroad 
Company,  of  the  undivided  half  of  the  line  of  its  road  between  Columbus 
and  Newark,  pursuant  to  the  act  of  the  General  Assembly  of  the  state  of 
Ohio  in  such  cases;  and  that  the  same  would  stand  confirmed  by  this 
court  at  the  then  next  June  term  thereof,  unless  exceptions  should  be 
filed  on  or  before  the  first  day  of  June  then  next,  being  the  present 
month  of  June,  and  no  exceptions  having  been  filed  to  said  report  of  sale, 
and  no  party  or  person  interested  objecting  thereto,  it  is  ordered  by  the 
court  that  the  said  sale  be  and  the  same  is  hereby  confirmed;  and  upon 


CORPORATE  HISTORY. 


259 


the  payment,  by  the  said  Steubenville  and  Indiana  Railroad  Company, 
to  the  said  receiver,  of  the  amount  of  purchase  money  mentioned  in  said 
contract  of  sale,  the  said  receiver  is  hereby  ordered  and  directed  to  exe¬ 
cute,  in  conjunction  with  the  proper  officers  of  said  Central  Ohio  Rail¬ 
road  Company,  a  deed  for  the  said  undivided  interest  to  the  said  Steuben¬ 
ville  and  Indiana  Railroad  Company,  and  to  deliver  to  said  company 
possession  of  said  undivided  interest,  in  pursuance  of  the  provisions  of 
said  contract,  and  the  court  doth  order  that  the  reports  of  the  receiver 
touching  said  sale,  and  the  notices  and  proofs  of  the  publication  thereof, 
be  made  part  of  the  complete  record  of  this  cause,”  as  in  and  by  the 
records  and  proceedings  of  said  court  will  fully  appear; 

And  whereas,  At  a  meeting  of  the  board  of  directors  of  the  party  of 
the  third  part  hereto,  held  on  the  eleventh  day  of  April,  one  thousand 
eight  hundred  and  sixty-four,  the  said  board  did  ratify  and  approve  the 
said  contract  above  recited; 

And  whereas,  At  a  meeting  of  the  board  of  directors  of  said  party  of 
the  first  part,  held  on  the  thirtieth  day  of  August,  Anno  Domini  one 
thousand  eight  hundred  and  sixty-four,  the  said  board  did  also  ratify  and 
approve  the  said  contract  above  recited,  and  did  authorize  and  direct  their 
president  to  execute  and  deliver,  in  the  corporate  name  of  the  company, 
in  conjunction  with  the  party  of  the  second  part  hereto,  as  receiver  afore¬ 
said,  a  good  and  sufficient  deed  to  the  party  of  the  third  part  hereto,  in 
fee  for  the  said  undivided  half  of  said  track  and  property,  and  the  fran¬ 
chises,  rights,  privileges,  immunities  and  incidents  thereto  belonging  or 
appertaining,  free,  clear  and  discharged  of  and  from  all  liens,  trusts  or 
incumbrances  whatsoever,  and  to  affix  the  corporate  seal  of  the  company 
to  said  deed,  and  to  duly  acknowledge  the  same  according  to  law: 

Now,  this  indenture  witnesseth,  That  the  said  parties  of  the  first  and 
second  parts  hereto,  in  pursuance  and  execution  of  the  said  contract,  and 
of  the  order  and  decree  of  the  said  court,  respectively,  above  recited,  and 
of  all  and  every  estate,  trust,  power  and  authority  in  them  or  either  of 
them  vested,  and  in  this  behalf  enabling,  and  for  and  in  consideration  of 
the  sum  of  seven  hundred  and  seventy-five  thousand  dollars,  lawful 
money  of  the  United  States  of  America,  unto  the  said  party  of  the  second 
part  hereto,  as  receiver  aforesaid,  and  of  the  sum  of  one  dollar,  lawful 
money,  unto  the  said  party  of  the  first  part  hereto,  respectively  paid  by 
the  said  parly  of  the  third  part  hereto,  at  or  before  the  execution  hereof, 
the  receipt  of  which  said  sums  are  hereby  respectively  acknowledged,  and 
the  said  party  of  the  third  part  hereto  forever  released  and  exonorated 
therefrom,  have,  and  each  of  them,  the  said  parties  of  the  first  and  second 
parts  hereto,  hath  granted,  bargained,  sold,  aliened,  enfeoffed,  released, 
assigned,  transferred  and  conveyed,  and  by  these  presents  do,  and  each  of 
them  doth  grant,  bargain,  sell,  alien,  enfeoff,  release,  assign,  transfer  and 
convey  unto  the  said  the  Steubenville  and  Indiana  Railroad  Company, 
their  successors  and  assigns,  all  the  said  one  full,  equal  and  undivided 
moiety  or  half  part  of  so  much  of  said  Central  Ohio  Railroad  as  lies 
between  Newark  and  Columbus,  in  the  state  of  Ohio,  and  more  particu¬ 
larly  described  as  follows,  to  wit:  Beginning  at  the  point  of  connection 
of  said  Central  Ohio  Railroad  with  the  railroad  of  the  party  of  the 


260  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

third  part,  and  ending  at  its  point  of  connection  with  the  Xenia  and 
Columbus  Railroad,  being  the  western  terminus  of  the  Central  Ohio 
Railroad;  and  also  a  like  undivided  moiety  of  all  the  lands,  rails,  bridges, 
wharves,  fences,  rights  of  way,  depots,  depot  grounds,  machine  shops, 
stations,  side  tracks,  works,  masonry,  and  other  superstructure,  real 
estate,  buildings  and  improvements  whatsoever  of  the  said  railroad,  and 
of  all  other  property,  of  every  kind  and  description,  lying  and  being  in 
Newark  and  in  Columbus  aforesaid,  and  between  the  said  points,  but  not 
including  locomotives  or  rolling  stock;  together  with  all  and  singular, 
the  rights,  privileges  and  immunities  and  franchises  to  the  said  hereby 
granted  undivided  half  belonging  or  in  anywise  appertaining,  and  to¬ 
gether  with  all  and  singular  the  streets,  roads,  lanes,  waters,  water  courses, 
easements,  rights,  liberties,  privileges,  hereditaments  and  appurtenances 
whatsoever,  unto  any  of  the  said  hereby  granted  premises  and  estates 
belonging  and  appertaining,  or  to  belong  and  appertain,  and  the  rever¬ 
sions  and  remainders,  rents,  issues  and  profits  thereof,  and  all  the  estate, 
right,  title,  interest,  property,  claim,  and  demand  of  every  nature  and 
kind  whatsoever  of  the  said  parties  of  the  first  and  second  parts  hereto,  as 
well  at  law  as  in  equity,  of,  in  and  to  the  same,  and  every  part  and  parcel 

thereof: 

To  have  and  to  hold  the  said  undivided  half  part  of  and  in  said  de¬ 
scribed  railroad  and  property,  and  the  rights  and  privileges  and  immu¬ 
nities  thereto  belonging  or  appertaining,  hereditaments,  property  and 
premises  hereby  granted  or  mentioned,  and  intended  so  to  be,  with  the 
rights,  liberties,  privileges,  incidents  and  appurtenances  aforesaid,  unto 
the  said  the  Steubenville  and  Indiana  Railroad  Company,  their  successors 
and  assigns,  to  and  for  the  only  proper  use,  benefit  and  behoof  of  the 
said  the  Steubenville  and  Indiana  Railroad  Company,  their  successors 
and  assigns,  forever,  free,  clear  and  discharged  of  and  from  all  trusts, 
liens  and  incumbrances  whatsoever;  and  the  said  the  Central  Ohio  Rail¬ 
road  Company,  and  their  successors,  all  and  singular  the  hereditaments, 
estates  and  premises,  and  rights  hereby  granted  or  mentioned,  and 
intended  so  to  be,  with  the  appurtenances,  unto  the  said  the  Steuben¬ 
ville  and  Indiana  Railroad  Company,  their  successors  and  assigns,  against 
them,  the  said  the  Central  Ohio  Railroad  Company,  and  their  successors, 
and  against  all  and  every  person  and  persons,  corporation  or  corpora¬ 
tions,  whomsoever  and  whatsoever,  lawfully  claiming  or  t£  claim  the 
same,  or  any  part  thereof,  by,  from  or  under  them,  or  either  of  them, 
shall  and  will  warrant  and  forever  defend  by  these  presents.  And  the 
said  Hugh  J.  Jewett,  receiver  as  aforesaid,  doth  hereby  covenant,  promise 
and  agree,  to  and  with  the  said  the  Steubenville  and  Indiana  Railroad 
Company,  their  successors  and  assigns,  that  he  hath  not  done  or  com¬ 
mitted,  or  wittingly  or  willingly  suffered  to  be  done  or  committed,  any 
act,  matter  or  thing  whatsoever,  whereby  or  by  reason  whereof,  the 
estates,  rights  and  premises  aforesaid,  hereby  granted,  or  any  part  thereof, 
are,  is,  can  or  may  be  impeached,  changed  or  evicted  in  title,  estate  or 
otherwise  howsoever. 

In  witness  whereof,  The  said  the  Central  Ohio  Railroad  Company  hath 
caused  its  corporate  seal  to  be  hereto  affixed,  and  these  presents  to  be 


CORPORATE  HISTORY. 


26l 

subscribed  by  its  president,  and  attested  by  its  secretary;  and  the  said 
Hugh  J.  Jewett,  receiver  as  aforesaid,  hath,  in  obedience  to  the  order 
and  decree  of  the  said  court,  above  recited,  hereto  subscribed  his  name 
and  set  his  seal;  done,  respectively,  the  day  and  year  first  hereinbefore 
written. 

i  r,  *775  '  The  Central  Ohio  Railroad  Company, 

/  Kev.  Stamps.  \ 

By  H.  J.  JEWETT,  President. 
Attest:  WM.  WING,  Secretary. 

Signed,  sealed  and  delivered  in  the  presence  of  us, 

WM.  PRICE, 

DELAFIELD  DUBOIS. 

H.  J.  JEWETT,  [seal] 
Receiver  of  the  Central  Ohio  Railroad  Company. 

Noth. — There  being  hereto  affixed  U.  S.  internal  revenue  stamps  to  the  aggregate  amount  of 
seven  hundred  and  seventy-five  dollars. 

COPY  OF  AGREEMENT. 

Agreement  between  the  Central  Ohio  Railroad  Company  and  the  Steu¬ 
benville  and  Indiana  Railroad  Company: 

Whereas,  The  Central  Ohio  Railroad  Company  and  the  Steubenville 
and  Indiana  Railroad  Company  use  the  track  of  the  Central  Ohio  Rail¬ 
road,  from  Newark  to  Columbus,  in  common,  and  Columbus  is  a  point 
also  common  to  both  roads  by  charter; 

And  whereas,  It  is  for  the  interest  of  both  roads  that  this  track  should 
be  used  by  them  in  common,  and  the  construction  of  another  line  be¬ 
tween  those  points  avoided. 

And  whereas,  By  the  act  of  the  General  Assembly  of  the  state  of 
Ohio,  passed  7th  April,  1863,  “  To  provide  for  the  adjustment  of  affairs 
of  insolvent  railroad  companies,  and  for  their  reorganization  without  a 
sale  of  the  property  thereof,”  the  company  owning  the  track  so  used 
in  common,  is  authorized  to  sell  for  a  fixed  sum  to  the  other  company 
an  undivided  interest  in  that  part  of  the  road  common  to  both; 

And  whereas,  Judicial  proceedings  are  pending  in  the  Circuit  Court  of 
the  United  States,  sitting  in  the  state  of  Ohio,  for  the  sale  of  the  Central 
Ohio  Railroad,  and  said  road  is  now  in  the  hands  of  a  receiver; 

And  whereas,  Said  companies  have  not  been  able  to  arrange  for  a 
lease  of  said  part  of  track,  but  have  been  able  to  agree  upon  a  sum  for 
the  sale  and  purchase  of  an  undivided  interest  therein: 

Now  this  agreement,  made  this  fourteenth  day  of  March,  1864,  between 
said  Central  Ohio  Railroad  Company,  of  the  first  part,  and  the  Steuben¬ 
ville  and  Indiana  Railroad  Company,  of  the  second  part,  witnesseth: 

First.  The  party  of  the  first  part  agrees  to  sell,  and  the  party  of  the 
second  part  to  buy,  the  one  undivided  half  of  so  much  of  said  Central 
Ohio  Railroad  as  lies  between  Newark  and  Columbus,  being  the  part 
thereof  now  used  in  common  by  the  two  roads,  including  all  depots,  depot 
grounds,  machine  shops,  stations  and  side  tracks,  and  all  other  property 
within  and  between  the  two  points  named,  of  every  kind  and  description, 
except  locomotives  and  all  other  descriptions  of  rolling  stock. 


262  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Second.  The  sale  to  take  effect  as  of  the  day  when  it  shall  be  con¬ 
firmed  by  the  Circuit  Court  of  the  United  States;  the  payment  to  carry 
interest  as  of  that  day;  the  deed  to  be  executed  and  possession  delivered 
immediately  thereafter,  upon  demand. 

Third.  The  consideration  for  this  sale  is  the  sum  of  seven  hundred 
and  seventy-five  thousand  dollars  ($775,000),  to  be  paid  and  secured  to  be 
paid  by  the  party  of  the  second  part  to  the  party  of  the  first  part. 

Fourth.  The  payment,  or  securing  the  purchase  money,  and  the  exe¬ 
cution  and  delivery  of  the  deed,  are  to  be  contemporaneous  acts. 

Fifth.  This  contract  of  sale  is  subject  to  the  approval  of  the  boards 
of  directors  of  each  company,  and  also  of  the  court,  as  aforestated. 

In  witness  whereof,  The  parties  have  executed  this  contract  in  dupli¬ 
cate,  and  have  caused  to  be  affixed  the  corporate  seals  thereof,  respec¬ 
tively,  this  fourteenth  (14th)  day  of  March,  1864. 

The  Central  Ohio  Railroad  Company, 

By  H.  J.  JEWETT,  President. 


The  Steubenville  and  Indiana  Railroad  Company. 

By  THOS.  L.  JEWETT,  President. 

contract  of  sale  referred  to  in  the  foregoing  indenture  or 

deed. 

H.  J.  JEWETT,  President. 

H.  J.  JEWETT,  Receiver. 

THOS.  L.  JEWETT,  President. 

Received,  the  day  of  the  date  of  the  foregoing  indenture,  of  the  said 
the  Steubenville  and  Indiana  Railroad  Company,  the  sum  of  seven  hun¬ 
dred  and  seventy-five  thousand  dollars,  being  the  full  consideration  money 
therein  mentioned. 

H.  J.  JEWETT, 

Receiver  of  the  Central  Ohio  Railroad  Company. 

Witness  at  signing. 

Acknowledged  by  Hugh  J.  Jewett,  as  president  and  receiver,  and  by 
William  Wing,  as  secretary,  before  Delafield  DuBois,  notary  public,  at 
Zanesville,  Ohio,  August  31,  1864. 

Recorded,  Franklin  county,  Ohio,  September  23,  A.  D.  1864,  in  Deed 
Book  No.  81,  on  pages  6  to  12,  inclusive;  Licking  county,  Ohio,  Septem¬ 
ber  28,  1864,  in  vol.  86  of  Deeds,  pages  83  to  89,  inclusive. 

DEED. 

George  W.  McCook,  Trustee,  to  the  Steubenville  and  Indiana 

Railroad  Company. 

Dated  November  1,  1867. 

Conveying  the  railroad,  and  certain  property  adjacent  thereto,  between 
the  depot  in  Steubenville,  Ohio,  and  the  Ohio  river  bridge. 

Know  all  men  by  these  presents,  That  I,  George  W.  McCook,  trustee, 
of  Steubenville,  in  the  state  of  Ohio,  in  pursuance  of  directions  of  the 


This  is  the 


CORPORATE  HISTORY. 


263 


Western  Transportation  Company,  and  in  consideration  of  the  sum  of 
one  dollar,  to  me  in  hand  paid  as  such  trustee,  and  of  divers  other  con¬ 
siderations  to  the  said  Western  Transportation  Company  moving,  and 
in  execution  of  the  declaration  of  trust  by  me  made  on  the  twenty-eighth 
(28th)  day  of  September,  in  the  year  1864,  and  recorded  in  Jefferson 
county  records,  in  book  No.  1,  page  306,  have  bargained  and  sold,  and 
do  hereby  give,  grant,  bargain,  sell,  convey  and  confirm  unto  the  Steu¬ 
benville  and  Indiana  Railroad  Company,  its  successors  and  assigns,  all 
the  following  real  estate,  situate  in  Steubenville,  Jefferson  county,  Ohio, 
that  is  to  say: 

The  northeast  quarter  of  outlot  number  twelve  (12)  in  Steubenville,  as 
marked  on  the  plat  of  said  town,  being  the  same  premises  conveyed  to 
said  McCook  by  John  Andrews,  trustee  of  the  Farmers  and  Mechanics 
Bank  of  Steubenville,  recorded  in  Record  L,  No.  2,  pages  4  and  5. 

Also,  the  lot  of  land  beginning  at  the  west  side  of  a  blank  alley,  fifteen 
feet  wide,  and  one  hundred  and  sixty-five  feet  west  of  the  corner  of  North 
and  Sixth  streets;  thence  west,  with  the  north  line  of  North  street,  two 
hundred  and  six  (206)  feet,  to  Reese’s  line;  thence  with  said  line  north 
one  hundred  and  seventy-four  (174)  feet  to  a  blank  alley  twelve  feet  wide; 
thence  east  two  hundred  and  six  (206)  feet  to  the  west  side  of  the  first 
named  alley;  thence  south  with  the  west  line  of  said  alley  one  hundred 
and  seventy-four  (174)  feet  to  the  place  of  beginning;  being  the  same 
premises  conveyed  to  said  McCook  by  Robert  Sherrard  and  Sarah  Ann, 
his  wife,  recorded  in  Record  K,  No.  2,  pages  554  and  555. 

Also,  the  following  described  premises,  beginning  at  a  point  in  the 
west  line  of  a  fifteen  feet  alley,  in  McLaughlin’s  second  addition  to  the 
town  of  Steubenville,  twelve  feet  from  the  northeast  corner  of  Dremen’s 
lot;  thence  north  19  degrees  east  four  hundred  and  seven  and  a  half 
(407L?)  feet  with  the  west  line  of  said  fifteen  feet  alley  to  another  alley 
twelve  feet  in  width;  thence  north  71  degrees  east  two  hundred  and  fifty- 
one  feet  to  line  of  Daniel  L.  Collins’  lot;  thence  south  19  degrees  west 
two  hundred  and  three  and  a  half  (203P2)  feet  with  said  Collins’  line  to 
the  corner  of  Reese’s  lot;  thence  south  71  degrees  east  forty-five  (45) 
feet  with  the  north  boundary  of  Reese’s  lot;  thence  south  19  degrees 
west  two  hundred  and  four  (204)  feet  with  east  boundary  of  Reese’s  lot; 
thence  south  71  degrees  east  two  hundred  and  six  (206)  feet,  parallel  to 
Dremen’s  north  line  and  leaving  a  twelve  feet  alley,  to  the  beginning, 
containing  two  TW  (2rW)  acres,  more  or  less,  being  the  same  lot  of 
land  conveyed  to  said  McCook  by  William  McLaughlin  and  Elizabeth 
Jane,  his  wife,  and  recorded  in  Record  N,  No.  2,  pages  223  and  224. 

Also,  the  premises  beginning  at  the  northwest  corner  of  lot  formerly 
owned  by  Patrick  Curran,  on  Logan  street;  thence  west  with  south  line 
of  said  street  sixty-two  (62)  feet;  thence  south  at  right  angle  one  hundred 
and  seventy-four  (174)  feet  to  a  twelve  feet  alley;  thence  east  with  north 
line  of  said  alley  sixty-two  (62)  feet  to  Curran  lot;  thence  northwardly  to 
the  place  of  beginning,  excluding  therefrom  a  strip  on  the  east  side  of 
said  lot,  conveyed  by  said  George  W.  McCook,  trustee,  to  John  F. 
Oliver,  being  the  same  premises  conveyed  to  said  McCook  by  the  heirs 
of  Charles  Porter,  deceased,  and  of  record  in  Jefferson  county. 


264  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Also,  a  tract  of  land  forty  (40)  feet  in  width,  extending  along  the  line 
of  the  railroad  constructed  thereon,  from  the  west  line  of  the  tract  herein 
firstly  described  to  the  north  line  of  Logan  street,  bounded  on  the  east  by 
a  line  twenty-three  (23)  feet  distant  eastwardly  from  the  center  line  of 
the  track  of  said  railroad,  and  on  the  west  by  a  line  seventeen  (17)  feet 
distant  westwardly  from  said  center  line,  which  tract  of  forty  (40)  feet  in 
width  is  located  partly  on  the  premises  secondly,  thirdly  and  fourthly 
herein  described. 

Also,  a  tract  of  land,  forty  (40)  feet  in  width,  from  the  north  line  of 
Logan  street  to  the  south  line  of  Franklin  avenue,  bounded  on  the  east 
by  a  line  in  prolongation  of  the  east  line  of  the  tract  lastly  hereinbefore 
described,  twenty-three  (23)  feet  eastwardly  from  the  center  line  of  said 
railroad  track,  and  on  the  west  by  a  line  seventeen  (17)  feet  distant  from 
said  center  line. 

Also,  a  tract  of  land  beginning  at  a  point  in  the  south  line  of  Franklin 
avenue,  twenty-three  (23)  feet  distant  eastwardly  from  the  center  line  of 
the  railroad  track  as  originally  located  and  now  constructed,  and  in  con¬ 
tinuation  of  the  east  line  of  the  tract  hereinbefore  described;  thence  north 
220  east  100  feet;  thence  north  22°4S'  east  100  feet;  thence  north  28*45' 
east  100  feet;  thence  north  31*30'  east  100  feet;  thence  north  35*30'  east 
100  feet;  thence  north  43°  east  100  feet;  thence  north  42*30'  east  100  feet; 
thence  north  40°  east  100  feet;  thence  north  39°  east  100  feet;  thence  north 
41 0  east  100  feet;  thence  north  40°  east  86  feet;  thence  south  78°  east  35 
feet;  thence  north  34°  east  75  feet;  thence  north  31°  west  75  feet;  thence 
north  72°  west  75  feet;  thence  south  59*30'  west  75  feet;  thence  south  31° 
west  25  feet;  thence  south  I3°45'  west  100  feet;  thence  south  32*30'  west  100 
feet;  thence  south  36*45'  west  200  feet;  thence  south  35°  west  100  feet; 
thence  south  33*30'  west  100  feet;  thence  south  32*45'  west  100  feet;  thence 
south  30°  west  100  feet;  thence  south  26°  45'  west  100  feet;  thence  south 
21*45'  west  100  feet;  thence  south  22°  west  106  feet,  to  a  point  in  the  south 
line  of  Franklin  avenue  thirteen  (13)  feet  westwardly  from  the  center  line 
of  said  railroad  track;  thence  along  the  south  line  of  Franklin  avenue 
south  72*45'  east  thirty-six  and  one-half  (3654)  feet,  to  place  of  beginning. 

And  also  the  railroad  constructed  upon  the  premises  hereinbefore  de¬ 
scribed,  connecting  the  depot  of  the  Steubenville  and  Indiana  Railroad 
Company  with  the  bridge  over  the  Ohio  river  at  Steubenville:1 

To  have  and  to  hold  the  premises  above  described,  and  the  railroad 
located  thereon,  together  with  all  and  singular  the  privileges  and  appur¬ 
tenances  thereunto  belonging,  unto  the  said  the  Steubenville  and  Indiana 
Railroad  Company,  its  successors  and  assigns,  forever. 

And  the  said  George  W.  McCook,  as  trustee  as  aforesaid,  not  binding 
himself  personally,  hereby  covenants  with  the  said  the  Steubenville  and 
Indiana  Railroad  Company,  its  successors  and  assigns,  that  said  premises 
are  free  from  incumbrances,  and  that,  as  such  trustee,  he  will  forever 
warrant  and  defend  the  same  unto  the  said  the  Steubenville  and  Indiana 
Railroad  Company,  its  successors  and  assigns,  against  all  lawful  claims 
and  demands  whatsoever. 

In  testimony  whereof,  The  said  George  W.  McCook,  trustee  as  afore- 


1  Distance  between  the  depot  and  bridge,  4,700  feet. 


CORPORATE  HISTORY. 


265 


said,  hath  hereto  set  his  hand  and  seal,  this  the  first  day  of  November, 
A.  D.  1867. 

GEORGE  W.  McCOOK,  Trustee,  &c.  [seal] 

Signed,  sealed  and  delivered  in  presence  of  us, 

alex.  j.  McDowell, 

J.  G.  MORRIS. 

Acknowledged  at  Steubenville,  Ohio,  November  18,  1867,  by  George 
W.  McCook,  before  E.  M.  Hamilton,  a  notary  public  in  and  for  Jefferson 
county,  Ohio. 

Recorded  November  21,  1867,  in  Deed  Book  P,  No.  2,  pages  6  to  9, 
inclusive,  records  of  Jefferson  county,  Ohio. 

An  Act  to  Incorporate  the  Central  Ohio  Railroad  Company. 

Passed  February  8,  1847. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  Robert  Neil,  Samuel  Medary,  Joel  Buttles,  Joseph  Ridgway  and 
Bela  Latham,  of  the  county  of  Franklin;  David  Smith,  Daniel  Duncan, 
Adam  Seymour,  Israel  Dille,  Albert  Sherwood,  Nathaniel  B.  Hogg, 
Levi  J.  Haughey,  Jacob  Glessner,  George  W.  Penney,  Jonathan  Taylor, 
A.  P.  Prichard  and  Wickliff  Condit,  of  the  county  of  Licking;  James 
Raguet,  Robert  Mitchell,  Daniel  Brush,  John  Hamm,  Solomon  Sturges, 
Richard  Stillwell,  Daniel  Convers,  Levi  Claypool  and  Solomon  Woods, 
of  the  county  of  Muskingum,  and  those  who  may  hereafter  become  stock¬ 
holders  in  the  manner  hereinafter  prescribed,  their  successors  and  as¬ 
signs,  be,  and  they  are  hereby  created  a  body  corporate  by  the  name 
and  style  of  the  Central  Ohio  Railroad  Company,  with  perpetual  suc¬ 
cession;  and,  by  that  name  and  style,  shall  be  and  are  hereby  made  cap¬ 
able  in  law  of  having,  purchasing,  receiving,  possessing,  selling  and 
conveying  such  real  and  personal  estate  and  property  as  shall  be  requisite 
for  their  accommodation  and  convenience,  of  suing  and  being  sued,  im¬ 
pleading  and  being  impleaded,  answering  and  being  answered  unto,  de¬ 
fending  and  being  defended,  in  courts  of  record  and  elsewhere,  and  also 
of  having  and  using  a  common  seal,  and  of  breaking,  renewing  and 
changing  the  same  at  pleasure. 

Sec.  2.  The  said  corporation  shall  be,  and  hereby  is  vested  with  the 
right  and  authority  to  construct  a  railroad,  with  a  single  or  double 
track,  commencing  at  or  near  the  city  of  Columbus,  in  the  county  of 
Franklin;  thence  to  the  town  of  Newark,  in  the  county  of  Licking; 
thence  to  the  town  of  Zanesville,  in  the  county  of  Muskingum,  and  from 
thence  to  such  point  on  the  Ohio  river  as  the  directors  may  select.  The 
said  corporation  is  also  vested  with  the  authority  to  extend  said  railroad 
westward  from  the  city  of  Columbus  to  the  line  which  divides  the  states 
of  Ohio  and  Indiana,  whenever  the  directors  shall  deem  it  expedient  so 
to  do. 

Sec.  3.  That  the  capital  stock  of  said  company  shall  be  one  million 
five  hundred  thousand  dollars,  with  the  privilege  of  increasing  the  same 
to  two  and  a  half  millions,  if  necessary,  and  shall  be  divided  into  shares 
of  fifty  dollars  each. 


266  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Sec.  4.  That  the  above  named  persons,  or  any  eight  of  them,  are 
authorized  to  order  books  to  be  opened  for  receiving  subscriptions  to 
the  capital  stock  of  said  corporation,  at  such  time  or  times,  and  at  such 
place  or  places  as  they  may  deem  expedient,  under  the  direction  of 
at  least  three  of  the  persons  named  as  aforesaid,  having  given  not  less 
than  twenty  days’  previous  notice  in  a  newspaper  published  in  the  county 
where  books  of  subscription  are  to  be  opened,  of  the  time  and  place  of 
opening  said  books.  As  soon  as  ten  thousand  dollars  of  said  stock  shall 
be  subscribed,  they  may  give  a  like  notice  for  a  meeting  of  the  stock¬ 
holders  at  such  time  and  place  as  they  may  designate,  for  the  purpose 
of  choosing  directors,  to  continue  in  office  for  the  term  of  one  year, 
and  until  others  are  duly  appointed  in  their  stead;  at  the  time  and  place 
appointed  thirteen  directors  shall  be  chosen  by  ballot,  by  such  of  the 
stockholders  as  shall  attend,  either  in  person  or  by  lawful  proxies.  Each 
share  of  the  capital  stock  shall  entitle  the  owner  to  one  vote  and  a 
majority  of  all  the  votes  given  shall  be  necessary  for  a  choice.  The 
persons  named  in  the  first  section  of  this  act,  or  such  of  them  as  may 
be  present,  shall  be  inspectors  of  such  election,  and  shall  certify,  under 
their  hands,  what  persons  are  elected  directors,  and  shall  appoint  the 
time  and  place  for  holding  their  first  meeting.  Seven  directors  shall 
form  a  board,  and  be  competent  to  transact  all  business  of  the  corporation. 
A  new  election  shall  be  annually  held  for  directors  at  such  time  and 
place  as  the  stockholders  at  their  first  meeting  shall  determine,  or  as 
the  by-laws  of  the  corporation  may  require;,  and  the  directors  chosen 
at  any  election  shall,  so  soon  thereafter  as  may  be  convenient,  choose 
out  of  their  number  one  person  to  be  president,  and  one  to  be  treasurer 
of  the  corporation. 

Sec.  5.  That  upon  every  subscription  there  shall  be  paid,  at  the  time 
of  subscribing,  to  the  persons  authorized  to  open  books,  the  sum  of 
five  dollars  upon  each  share  subscribed,  or  the  same  may  be  secured  to 
be  paid  when  called  for  by  the  directors,  at  the  option  of  the  person 
receiving  such  subscription,  and  the  residue  thereof  shall  be  paid  in 
such  installments,  and  at  such  times,  as  may  be  required  by  the  president 
and  directors  of  said  company,  to  the  treasurer  thereof;  and  the  said 
company  are  authorized  to  take  and  receive,  from  such  persons  as  shall 
purchase  such  stock,  as  aforesaid,  such  bonds  or  notes,  for  the  residue 
of  the  purchase  money  of  said  stock,  as  they  may  think  expedient. 

Sec.  6.  If  the  installments  remain  unpaid  for  sixty  days  after  the  time 
of  payment  has  elapsed,  the  directors,  in  the  name  of  the  company,  may 
collect  the  same  by  suit,  or  may  sell  the  stock  at  public  auction  for  the 
installments  then  due,  giving  thirty  days’  notice  of  the  time  and  place  of 
sale,  by  advertisement  in  some  newspaper  in  general  circulation  in  the 
county  where  such  sale  is  to  be  made;  and  the  residue  of  the  money 
arising  from  such  sale,  after  paying  such  installments  and  costs,  shall 
be  paid  over  to  the  owner. 

Sec.  7.  That  said  company  shall  have  the  right  to  enter  upon  any 
land,  to  survey  and  lay  down  said  road,  and  to  take  any  materials  except 
timber,  necessary  to  the  construction  and  repair  of  said  work;  and 
whenever  any  lands  or  materials  shall  be  taken  or  granted  to  said  com- 


CORPORATE  HISTORY. 


267 


pany  and  the  owners  thereof  do  not  agree  with  said  company  as  to  the 
compensation  to  be  paid  therefor,  the  person  or  persons  claiming  com¬ 
pensation,  or  if  the  owner  or  owners  of  said  property  are  minors,  or 
insane  persons,  or  married  women,  then  the  guardian  or  guardians  of 
such  minors  or  insane  persons,  and  the  husbands  of  such  married  women; 
or  the  said  company  may  apply  to  the  court  of  common  pleas  of  the 
proper  county  for  the  appointment  of  three  appraisers,  who  shall  ap¬ 
praise  the  damages  to  be  sustained  by  such  owner  or  owners,  and  make 
return  thereof  to  said  court;  and  in  all  cases  where  compensation  shall, 
in  any  manner,  be  claimed  for  lands  or  the  right  of  way,  it  shall  be  the 
duty  of  the  arbitrators  to  estimate  and  set  off  any  advantages  which  the 
location  and  construction  of  said  road  may  be  to  the  claimant;  and  said 
company  shall  have  the  right  to  retain,  own,  hold  and  possess  such 
materials,  and  to  the  use  and  occupation  of  said  lands,  as  fully  and 
absolutely  as  if  the  same  had  been  granted  and  conveyed  to  said  company 
by  deed,  so  long  as  said  land  shall  be  used  for  the  purposes  expressed 
in  this  act,  but  no  longer:  Provided,  that  before  the  said  company  shall 
enter  upon  any  land  for  the  purpose  of  constructing  the  said  road,  or  for 
the  purpose  of  procuring  materials  for  the  same,  they  shall  pay  or  secure 
to  the  owner  of  such  land  or  materials  payment  for  the  same,  as  may 
be  awarded  by  the  provisions  of  this  section. 

Sec.  8.  If  said  railroad  company  shall  not  be  organized  within  three 
years  from  the  date  of  the  passage  of  this  act,  and  if  twenty  miles  of  the 
road  shall  not  be  completed  within  six  years  from  such  date,  then  this 
act  will  be  null  and  void. 

Sec.  9.  That  if  it  shall  be  necessary,  in  the  selection  of  the  route,  or 
construction  of  the  road,  to  connect  the  same  with,  or  to  use  any  road, 
street  or  bridge,  made  or  erected  by  any  company  or  persons  incorpor¬ 
ated  or  authorized  by  any  law  of  this  state,  it  shall  be  lawful  for  the  said 
company,  and  it  is  hereby  authorized  to  contract  and  agree  with  any 
such  other  corporation  or  persons  for  the  right  to  use  such  road,  street 
or  bridge,  or  for  the  transfer  of  any  of  the  corporate  or  other  rights 
and  privileges  of  such  corporation  or  person  to  the  said  president  and 
directors  of  this  corporation;  and  all  such  other  corporations  and  per¬ 
sons  incorporated  by  or  acting  under  the  laws  of  this  state,  are  hereby 
authorized  to  make  such  agreement,  contract  or  transfer  by  and  through 
the  agency  of  their  corporate  officers,  or  by  such  persons  as,  by  any  law 
of  this  state,  are  intrusted  with  the  direction  and  management  of  such 
road,  street  or  bridge;  and  every  contract  to  transfer,  made  in  pursuance 
of  the  authority  hereby  granted,  when  executed  by  the  several  parties, 
under  their  respective  corporate  seals,  or  otherwise  legally  authenticated, 
shall  vest  in  this  corporation  all  the  rights  and  privileges  vested  in  said 
corporation  or  persons,  as  shall  be  specified  in  the  contract  and  agree¬ 
ment  above  referred  to. 

Sec.  10.  Whenever  it  shall  be  necessary,  for  the  construction  of  the 
railroad,  to  intersect  or  cross  any  stream  or  water  course,  or  any  rail¬ 
road  or  highway,  lying  in  or  across  the  route  of  said  road,  it  shall  be 
lawful  for  the  corporation  to  construct  the  said  railway  across  or  upon 
the  same;  but  the  corporation  shall  restore  the  stream  or  water  course, 
road  or  highway  thus  intersected,  to  its  former  state,  or  place  it  in  such 


268  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

condition  as  not  to  impair  its  former  usefulness;  and  if  said  corpora¬ 
tion,  after  having  selected  a  route  for  said  railway,  find  any  obstacle  in 
continuing  said  location,  either  by  the  difficulty  of  construction,  or 
procuring  the  right  of  way  at  reasonable  costs,  or  whenever  a  better  or 
cheaper  route  can  be  had,  it  shall  have  the  authority  to  vary  the  route 
and  change  the  location. 

Sec.  ii.  That  said  corporation  may  demand  and  receive  from  all  per¬ 
sons  travelling  upon  said  road,  or  for  the  transportation  of  property, 
such  rates  of  toll  as  the  said  corporation  may  think  reasonable,  which 
rates  they  shall  have  posted  up  in  some  public  place  at  each  of  the 
depots. 

Sec.  12.  That,  at  the  regular  annual  meeting  of  the  stockholders  of 
said  company,  it  shall  be  the  duty  of  the  president  and  directors  in  office 
for  the  previous  year,  to  exhibit  a  clear  and  distinct  statement  of  the 
affairs  of  the  company;  and  the  president  and  directors  shall,  annually 
or  semi-annually,  declare  and  make  a  true  dividend  of  the  net  profits 
arising  from  the  revenues  of  the  company,  deducting  the  necessary  cur¬ 
rent  and  probable  contingent  expenses,  and  that  they  shall  divide  the 
same  among  the  stockholders  of  said  company,  in  proportion  to  their 
respective  shares. 

Sec.  13.  That  every  president,  director,  treasurer  and  secretary  of 
said  company,  before  he  acts  as  such,  shall  swear  or  affirm,  as  the  case 
may  be,  that  he  will  well  and  truly  discharge  the  duties  of  his  said  office, 
to  the  best  of  his  skill  and  judgment;  and  the  arbitrators  authorized  by 
the  seventh  section  of  this  act,  before  they  proceed  to  estimate  damages, 
shall,  severally,  take  an  oath  or  affirmation,  faithfully,  impartially  and 
honestly  to  discharge  their  duty;  and  the  said  appraisers  shall,  sev¬ 
erally,  receive  for  their  services  one  dollar  per  day,  for  every  day  they 
may  necessarily  be  employed,  which  shall  be  paid  by  said  corporation. 

Sec.  14.  That  said  company  shall  have  power,  on  the  credit  of  the 
company,  to  borrow  money,  not  exceeding  the  capital  stock  authorized 
by  this  act,  at  a  rate  of  interest  not  exceeding  seven  per  cent,  per  annum; 
and  for  the  purpose  of  effecting  said  loan,  the  directors  of  said  com¬ 
pany  shall  have  power,  in  the  name  of  the  company,  to  make  and  exe¬ 
cute  such  bonds,  promissory  notes  and  other  evidences  of  debt,  and  pay¬ 
able  at  such  times  and  places  as  they  may  deem  expedient,  which  said 
bonds,  notes  and  other  evidences  of  debt  may  be  made  transferable  and 
redeemable,  in  such  form  and  at  such  times  and  places  as  may  be  therein 
designated. 

Sec.  15.  That,  for  the  security  of  the  payment  of  such  money  so  bor¬ 
rowed  and  the  interest  thereon,  said  directors  may  pledge,  by  mortgage, 
or  otherwise,  their  entire  road,  franchises,  fixtures  and  equipments,  with 
the  income  and  resources  thereof,  together  with  the  capital  stock. 

Sec.  16.  The  directors  shall  have  power  to  make  such  by-laws,  rules 
and  regulations  for  the  government  of  the  agents  and  servants  of  said 
company  as  may,  from  time  to  time,  be  deemed  essential  to  its  interests 
and  not  inconsistent  with  the  constitution  and  laws  of  the  United  States 
and  of  this  state,  and  may  determine  the  time  and  terms  of  payment  of 
stock;  the  number  and  kinds  of  tracks,  turnouts,  branches,  carriages, 
conveyances,  out-houses,  depots  and  other  fixtures  and  machinery,  pre- 


CORPORATE  HISTORY. 


269 


scribe  the  mode  of  transferring  stock,  and  determine  all  other  matters 
in  relation  thereto,  as  may  be  required. 

Sec.  17.  This  company  may  and  they  are  hereby  authorized  to  com¬ 
mence  and  complete  any  part  of  said  road,  at  any  point  of  its  location; 
and  said  company  may  demand  and  receive  the  same  rates  of  toll  for  the 
transportation  of  persons  or  property,  on  any  part  thus  finished,  as  if 
the  entire  work  were  completed  and  in  operation. 

Sec.  18.  That  if  any  person  shall  wilfully,  by  any  means  whatever, 
injure,  impair  or  destroy  any  part  of  said  railroad,  constructed  by  said 
company  under  this  act,  or  any  of  the  necessary  works,  buildings,  cars 
or  machinery  of  said  company,  such  person  or  persons  so  offending 
shall,  each  of  them,  for  every  such  offense,  forfeit  and  pay  to  said  com¬ 
pany  twofold  the  damages,  which  may  be  recovered,  in  the  name  of  said 
company,  by  an  action  of  debt,  with  costs  of  suit,  in  any  court  having 
cognizance  thereof,  and  shall  also  be  subject  to  an  indictment  in  the 
Court  of  Common  Pleas  in  the  county  where  such  offense  may  be  com¬ 
mitted,  and  upon  conviction  of  such  offense,  shall  be  punished  by  fine 
not  exceeding  five  hundred  dollars,  and  imprisonment  in  the  jail  of  said 
county  not  exceeding  ten  days. 

Sec.  19.  The  governor  shall  have  the  power  to  prescribe  what  price 
may  be  charged  by  said  company  for  the  transportation  of  the  troops 
and  munitions  of  war  belonging  to  this  state  and  to  the  United  States, 
should  the  board  of  public  works,  at  any  time,  entertain  the  opinion 
that  the  prices  charged  therefor,  by  such  company,  are  unreasonably 
high. 

Sec.  20.  At  any  time  after  the  expiration  of  ten  years  from  the  time 
said  road  shall  be  put  in  operation,  it  shall  be  lawful  for  the  General 
Assembly  to  prescribe  the  rates  to  be  charged  for  transportation  of 
persons  or  property  upon  said  road,  should  they  be  deemed  too  high, 
any  may  exercise  the  same  power  every  ten  years  thereafter:  provided, 
that  no  reduction  shall  be  made  unless  the  profits  of  the  company  shall 
amount  to  a  sum  equal  to  eight  per  centum  per  annum  upon  its  capital. 

Sec.  21.  The  said  railroad  company  shall  have  the  power  to  acquire 
title,  by  purchase  or  voluntary  cession,  to  lands  and  real  estate  in  the 
vicinity  of  said  road,  or  through  which  the  same  is  or  may  be  located, 
so  far  as  the  same  may  be  necessary  or  convenient  to  procure  the  right 
of  way,  or  such  as  may  be  granted  to  aid  in  the  construction  of  their 
road,  or  be  given  by  way  of  subscription  to  capital  stock,  and  the  same 
to  hold  or  convey  in  such  way  as  the  board  of  directors  may  determine; 
and  all  deeds  made  in  the  name  of  said  company,  for  the  conveyance 
of  real  estate  in  fee  simple  or  any  lesser  estate,  shall  be  assigned  (signed) 
by  the  president,  and  by  him  acknowledged,  under  the  corporate  seal 
of  the  company. 

Ohio  Local  Laws,  vol.  45,  page  178. 

An  Act  to  Amend  the  Act  to  Incorporate  the  Central  Ohio 

Railroad  Company. 

Passed  March  8,  1849. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  the  Central  Ohio  Railroad  Company  shall  possess  all  the  rights  and 


270  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

privileges  conferred  upon  railroad  companies  by  the  second,  tenth  and 
twelfth  sections  of  the  act  regulating  railroad  companies,  passed  February 
11,  1848,  and  shall  be  subject  to  the  duties  and  liabilities  imposed  by  said 
sections. 

Sec.  2.  Section  twenty  of  the  act  to  incorporate  the  Central  Ohio  Rail¬ 
road  Company  is  hereby  repealed. 

Ohio  Local  Laws,  vol.  47,  page  161. 

An  Act  to  Further  Amend  the  Act  to  Incorporate  the  Central 
Ohio  Railroad  Company,  and  the  Act  Amendatory  thereto. 

Passed  March  20,  1850. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  the  Central  Ohio  Railroad  Company  shall  be  and  is  hereby  de¬ 
clared  to  be  entitled  to  all  the  rights,  and  subject  to  all  the  liabilities, 
provided  in  the  ninth  section  of  the  act  regulating  railroad  companies, 
passed  February  11,  1848,  and  such  ninth  section  shall  hereafter  be 
deemed  and  taken  as  part  of  the  charter  of  the  said  Central  Ohio  Railroad 
Company;  provided,  that  a  written  release  of  the  right  of  way  for  said 
road,  by  the  owner  of  any  lands  along  the  line  of  said  road,  shall  operate 
as  a  perpetual  license  to  said  company  for  the  purposes  of  said  road,  and 
the  peaceable  occupancy  of  said  roadway  by  said  company,  for  railroad 
purposes  for  seven  years  after  the  completion  of  said  road,  through  any 
parcel  of  land  so  occupied,  without  any  claim  made  by  the  owner  for 
compensation  therefor,  shall  be  prima  facie  evidence  that  such  release 
was  granted,  or  that  the  provisions  of  this  section  have  been  complied 
with  by  said  company. 

Sec.  2.  That  whenever  a  majority  of  the  qualified  electors  of  any 
county,  city  or  incorporated  town,  through  which  said  Central  Ohio  Rail¬ 
road  may  be  located,  shall  respectively  assent  thereto  by  vote  had  thereon 
after  thirty  days’  notice  shall  have  been  given  by  the  commissioners  of 
any  such  county,  or  the  proper  authorities  of  any  such  city  or  incorporated 
town,  respectively,  the  commissioners  of  any  such  county,  or  the  proper 
authorities  of  any  such  city  or  incorporated  town  may  respectively  sub¬ 
scribe,  on  behalf  of  such  county,  city  or  incorporated  town,  as  the  case 
may  be,  such  amount  or  amounts  as  the  commissioners  of  any  such 
county,  or  the  proper  authorities  of  any  such  city  or  incorporated  town, 
may  respectively  deem  expedient;  provided,  that  the  county  of  Franklin 
and  the  city  of  Columbus  shall  not  be  included  in  the  provisions  of  this 
section;  and  provided  also,  that  no  county,  city  or  incorporated  town 
shall,  by  virtue  of  this  act,  be  authorized  to  subscribe  any  sum  or  sums, 
which,  with  any  sum  or  sums  heretofore  authorized  by  any  act  or  acts 
of  the  present  or  any  preceding  General  Assembly,  or  that  may  here¬ 
after  be  authorized  by  any  act  of  the  present  General  Assembly,  to  be 
subscribed  to  the  stock  of  any  railroad  company  or  companies,  shall, 
for  each  county,  including  the  cities  and  incorporated  towns  therein,  so 
subscribing,  amount  in  the  aggregate  for  any  one  such  county,  and  all  the 
cities  and  incorporated  towns  therein,  to  a  sum  exceeding  the  sum  of 
three  hundred  thousand  dollars  for  the  county  of  Muskingum,  and  all 


CORPORATE  HISTORY. 


271 


the  cities  and  incorporated  towns  therein,  and  the  sum  of  one  hundred 
and  fifty  thousand  dollars  for  any  other  one  county  on  the  line  of  said 
road,  and  all  the  cities  and  incorporated  towns  therein;  and  the  com¬ 
missioners  of  any  such  county,  or  the  proper  authorities  of  any  such  city 
or  incorporated  town  so  subscribing,  to  enable  them  to  make  such  sub¬ 
scriptions,  and  provide  for  the  payment  thereof,  may  respectively  bor¬ 
row  money  on  the  bonds  of  such  county,  city  or  incorporated  town, 
respectively,  or  issue  the  bonds  of  such  county,  city  or  incorporated  town, 
respectively,  in  payment  of  such  subscription  or  subscriptions,  payable 
at  such  time  or  times,  and  at  such  place  or  places,  either  within  or  with¬ 
out  this  state,  as  the  said  commissioners,  or  city  and  town  authorities 
may  think  proper,  and  bearing  an  interest  not  exceeding  seven  per 
centum  per  annum;  and  such  proceedings  shall  be  had  for  obtaining  the 
assent  of  the  electors,  and  for  the  management  of  the  interests  of  such 
county,  city  or  incorporated  town  in  said  railroad  company,  and  for  the 
payment  of  such  subscriptions,  and  providing  measures  to  pay  the  in¬ 
terest  and  principal  of  the  bonds  or  notes  which  may  be  issued  therefor, 
as  are  prescribed  by  the  act  entitled  an  act  to  authorize  Muskingum  county 
and  the  town  of  Zanesville  to  subscribe  to  the  capital  stock  of  the  Cen¬ 
tral  Ohio  Railroad,  passed  February  18,  1848. 

Sec.  3.  That  the  fourteenth  section  of  the  act  to  incorporate  the  Cen¬ 
tral  Ohio  Railroad  Company  be  and  it  is  hereby  so  amended  as  to 
authorize  the  directors  of  said  company  to  sell  or  negotiate  the  notes  or 
bonds  of  the  company,  or  the  notes  or  bonds  issued  or  paid  to  said 
company  by  town  and  county  authorities  for  subscriptions  to  the  stock 
of  said  company,  at  such  time  or  times,  and  at  such  place  or  places, 
either  within  or  without  this  state,  and  at  such  rate  or  rates,  and  for 
such  price  or  prices,  as  in  the  opinion  of  the  directors  of  said  company 
will  best  advance  the  interests  of  the  said  company;  and  if  such  bonds  or 
notes  or  any  of  them,  are  thus  sold  at  a  discount,  such  sale  or  sales  shall 
be  as  valid  in  every  respect  as  if  they  were  sold  at  their  par  value; 
provided,  that  before  any  such  sale  by  said  company  of  any  such  bonds 
or  notes  of  said  counties,  towns  or  cities,  at  a  discount,  said  company 
shall  obtain  the  consent,  in  writing,  of  the  said  commissioners  of  the 
said  counties  respectively,  and  of  the  proper  authorities  of  said  towns  or 
cities  respectively,  to  such  sale  under  part,  of  the  respective  bonds  or 
notes  of  said  counties,  towns  or  cities  respectively. 

Sec.  4.  That  when  payments  of  subscription  to  the  stock  of  the  com¬ 
pany  have  been  or  shall  be  made  by  counties,  towns  or  cities,  in  bonds  or 
notes  of  such  counties,  towns  or  cities,  under  any  act  of  the  General 
Assembly  authorizing  such  subscription  to  be  made,  all  such  bonds  or 
notes  issued  or  negotiated  by  the  commissioners  of  said  counties,  or 
either  of  them,  or  by  the  authorities  of  such  towns  or  cities,  and  appear¬ 
ing  regular  on  the  face  thereof,  shall,  in  the  hands  of  said  company,  or  of 
any  other  bona  fide  holder  thereof,  be  deemed  and  taken  in  all  courts 
and  elsewhere  as  conclusive  evidence  of  the  regularity  of  everything 
required  by  the  several  acts  in  relation  to  the  issuing  of  such  bonds  or 
notes,  or  by  any  other  act  to  be  done  preliminary  to  the  issuing  and 
negotiation  of  said  bonds  or  notes,  and  of  the  validity  in  all  respects  of 


272  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

such  bonds  or  notes;  and  the  commissioners  of  such  counties,  and  the 
authorities  of  such  towns  or  cities,  may  make  the  bonds  or  notes  so 
issued  or  to  be  issued  by  them  respectively,  and  the  interest  to  accrue 
thereon,  payable  at  such  time  or  times,  and  at  such  place  or  places,  as 
the  commissioners  of  said  counties,  and  the  authorities  of  said  towns  or 
cities,  respectively,  may  deem  expedient;  and  when,  by  virtue  of  any 
law  heretofore  passed,  the  bonds  issued  or  to  be  issued  by  any  county 
or  town  in  payment  of  subscription  to  the  stock  of  said  company,  cannot 
bear  a  rate  of  interest  exceeding  six  per  centum  per  annum,  the  same 
may  be  issued  or  re-issued  upon  cancelling  such  as  may  be  already 
issued,  to  bear  interest  at  the  rate  of  seven  per  centum  per  annum,  if  the 
county  commissioners  of  the  respective  counties  aforesaid,  or  the  town 
or  city  authorities  respectively,  shall  deem  that  the  interests  of  the 
counties  or  towns  and  cities  respectively  in  their  charge  make  it  expedient 
so  to  do. 

Sec.  5.  So  much  of  the  acts  amended  by  this  act  as  conflicts  with  the 
provisions  thereof  is  hereby  repealed. 

Sec.  6.1  This  act  may  be  accepted  by  the  stockholders  of  said  com¬ 
pany  at  any  meeting  by  them  held  for  the  election  of  directors,  or  at  any 
special  meeting,  to  be  called  by  the  directors  for  that  purpose. 

Ohio  Local  Laws,  vol.  48,  page  320. 

ORIGINAL  FIRST  MORTGAGE. 

Steubenville  and  Indiana  Railroad  Company  to  Jeremiah  Wilbur 
and  Henry  M.  Alexander,  Trustees. 

Dated  September  7,  1852. 

Securing  $1,500,000  bonds  of  $1000  each,  dated  October  1,  1852,  pay¬ 
able  July  1,  1865,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  seventh  day  of  September,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  fifty-two,  between  the  Steu¬ 
benville  and  Indiana  Railroad  Company,  a  corporation  duly  constituted 
as  such  by  the  laws  of  the  state  of  Ohio,  of  the  first  part,  and  Jeremiah 
Wilbur  and  Henry  M.  Alexander,  of  the  city  of  New  York,  of  the  second 
part; 

Whereas,  The  parties  of  the  first  part,  pursuant  to  the  terms  of  the 
statute  of  said  state  incorporating  them,  and  other  statutes  of  said  state 
affecting  them,  are  engaged  in  constructing  a  railroad  from  Steubenville 
to  Newark,  in  said  state  of  Ohio;  and  for  that  purpose  need,  and  have 
resolved  to  purchase  and  transport  iron  rails,  chains,  spikes  and  equip¬ 
ments  therefor;  and  also  to  raise  money  by  lien,  for  such  purpose  and 
transportation,  to  an  amount  not  exceeding  fifteen  hundred  thousand 
dollars;  and  in  order  to  secure  payment  therefor,  or  repayment  thereof, 
to  execute  bonds  of  said  company,  of  one  thousand  dollars  each,  to  the 
persons  lending  money,  or  furnishing  such  rails  and  equipments,  payable 
on  the  first  day  of  July,  in  the  year  eighteen  hundred  and  sixty-five, 

1  This  act  was  accepted  by  a  majority  of  stock  represented  at  a  meeting  held  May  13,  1850,  as  a 
part  of  the  charter  of  the  company. 


CORPORATE  HISTORY. 


273 


bearing  interest  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi¬ 
annually,  on  the  first  day  of  each  January  and  July,  in  the  city  of  New 
York,  which  bonds  shall  be  on  equality,  so  far  as  regards  security  by 
these  presents,  notwithstanding  the  same  may  be  issued  at  different 
times,  each  of  said  bonds,  being  authenticated  by  a  certificate,  signed  by 
said  parties  of  the  second  part  and  containing  a  clause  permitting  the 
holders  thereof  to  exchange  the  same,  at  par,  for  shares  of  stock  in  said 
railroad  company: 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  parties  of  the 
first  part,  in  order  to  secure  the  payment  of  said  bonds  and  interest,  and 
in  consideration  of  one  dollar  to  them  in  hand  paid  at  the  sealing  and 
delivery  hereof,  by  the  parties  of  the  second  part,  the  receipt  whereof  is 
hereby  acknowledged,  have  granted,  bargained,  sold,  transferred  and 
conveyed,  and  by  these  presents  do  grant,  bargain,  sell,  transfer  and 
convey,  to  the  said  parties  of  the  second  part,  their  successors  in  the 
trust  hereby  created  and  assigns,  and  the  survivor  of  either  of  them,  all 
the  following,  present  and  in  future  to  be  acquired  property  of  said  par¬ 
ties  of  the  first  part,  that  is  to  say,  their  road,  made  or  to  be  made,  from 
Steubenville  to  Newark,  including  the  right  of  way  and  land  occupied 
thereby,  together  with  the  superstructure  and  tracks  thereon,  and  all  rails 
and  other  materials  used  therein  or  procured  therefor,  including  the 
iron  rails,  &c.,  purchased  or  to  be  purchased,  or  paid  for  with  the  above 
described  bonds,  or  the  money  obtained  therefor,  bridges,  viaducts,  cul¬ 
verts,  fences,  depot  grounds  and  buildings  thereon,  engines,  tenders,  cars, 
tools,  materials,  machinery,  contracts,  and  all  other  personal  property, 
now  or  hereafter  acquired,  right  thereto,  or  interest  therein,  together  with 
the  tolls,  rents  or  income  to  be  had  or  levied  therefrom,  all  franchises, 
rights  and  privileges  of  the  said  parties  of  the  first  part,  of,  in  and  to, 
or  concerning  the  same.  But  nothing  herein  contained  shall  be  con¬ 
strued  to  prevent  the  parties  of  the  first  part  from  selling,  hypothecating 
or  otherwise  disposing  of  any  bonds  or  other  securities  received  in  pay¬ 
ment  of  stock  or  otherwise,  or  of  any  lands,  or  other  property  of  the 
company,  not  necessary  to  be  retained  for  their  roadway,  depot  grounds 
and  stations,  nor  required  for  the  construction  or  convenient  use  of 
their  road,  nor  from  collecting  moneys  due  the  company  on  stock,  sub¬ 
scriptions,  or  otherwise;  provided  they  shall  diligently  proceed  to  collect 
and  faithfully  apply  all  such  means  to  the  equipment  and  construction  of 
their  said  road;  and  provided,  also,  that  no  default  shall  have  been  made 
in  the  payment  of  the  interest  or  principal  of  any  of  the  above  described 
bonds:  And  also  provided,  that  nothing  in  this  instrument  shall  be  held 
or  construed  to  relate  to,  or  in  any  way  affect  any  portion  of  the  Steu¬ 
benville  and  Indiana  Railroad,  except  that  at  present  proposed  to  be 
built  and  above  described  and  mentioned  from  Steubenville  to  Newark, 
in  said  state  of  Ohio. 

To  have  and  to  hold  the  said  premises,  and  every  part  thereof,  with  the 
appurtenances,  unto  the  said  party  of  the  second  part,  their  successors  in 
said  trust,  and  assigns  and  the  survivor  of  them,  upon  the  following 
trusts:  that  is  to  say,  in  case  the  said  parties  of  the  first  part  shall  fail 
to  pay  the  principal  or  any  part  thereof,  or  any  of  the  interest  or  any 
of  the  said  bonds,  at  any  time  when  the  same  may  become  due  and 

18 


274  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

payable,  according  to  the  tenor  thereof,  when  demanded,  then,  after 
sixty  days  from  such  default,  upon  the  request  of  the  holder  of  such 
bond,  the  said  party  of  the  second  part,  their  successors  in  said  trust 
or  assigns,  or  the  survivor  of  them,  may’ enter  and  take  possession  of 
all  or  any  part  of  said  premises,  and  as  the  attornies  in  fact,  or  agents,  of 
said  party  of  the  first  part,  by  themselves  or  agents  or  substitutes,  duly 
constituted,  have,  use  and  employ  the  same,  making  from  time  to  time  all 
needful  repairs,  alterations  and  additions  thereto;  and,  after  deducting 
the  expenses  of  such  use,  repairs,  alterations  and  additions,  apply  the 
proceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all  said 
bonds  remaining  unpaid;  or  the  said  parties  of  the  second  part,  their 
successors  in  said  trust,  and  assigns,  or  the  survivor  of  them,  at  his  or 
their  discretion,  may,  on  the  written  request  of  the  holders  of,  at  least, 
one-half  of  the  bonds  unpaid  or  unconverted  into  stock,  shall  cause  the 
said  premises  or  so  much  thereof  as  shall  be  necessary  to  pay  the  prin¬ 
cipal  and  interest  of  all  such  of  said  bonds  as  may  then  be  unpaid  and 
unconverted  into  stock,  to  be  sold  at  public  auction,  in  the  city  of 
Cincinnati,  in  said  state  of  Ohio,  or  in  the  city  of  New  York,  giving  at 
least  forty  days’  notice  of  the  time  and  place,  and  terms  of  such  sale, 
and  of  the  specific  property  to  be  sold,  by  publishing  the  same  in  two 
newspapers,  in  good  circulation,  in  each  of  the  cities  aforesaid,  and 
wherever  else  required  by  law;  and  execute  to  the  purchaser  or  purchasers 
thereof  a  good  and  sufficient  deed  of  conveyance  in  fee  simple  for  the 
same,  which  shall  be  a  bar  against  the  parties  of  the  first  part,  their  suc¬ 
cessors  and  assigns,  and  all  persons  claiming  under  them,  of  all  right, 
interest  or  claim  in,  or  to  said  premises,  or  any  part  thereof.  And  said 
trustees  shall,  after  deducting  from  the  proceeds  of  said  sale  the  costs 
and  expenses  thereof,  and  of  managing  such  property,  apply  so  much 
of  the  proceeds  as  may  be  necessary  to  the  payment  of  said  principal 
and  interest  due  and  unpaid  on  said  bonds,  and  shall  restore  the  residue 
thereof  to  the  parties  of  the  first  part.  It  being  hereby  expressly  under¬ 
stood,  that  in  no  case  shall  any  claim  or  advantage  be  taken  of  any 
valuation,  appraisement,  or  extension  laws,  by  the  said  parties  of  the 
first  part,  nor  any  injunction  or  stay  of  proceedings,  or  any  process  to 
be  applied  for  or  obtained  by  them  to  prevent  such  entry  or  sale  as 
aforesaid.  And  said  parties  of  the  first  part  hereby  covenant  for  the 
consideration  aforesaid,  to  execute  and  deliver  any  further  reasonable 
and  necessary  conveyance  of  the  premises  or  any  part  thereof,  to  the 
said  party  of  the  second  part,  their  successors  in  said  trust,  and  assigns, 
for  more  fully  carrying  into  effect  the  objects  hereof,  particularly  for 
the  conveyance  of  any  property  hereafter  acquired  by  said  parties  of  the 
first  part,  and  comprehended  in  the  description  contained  in  the  premises. 
And  the  said  party  of  the  first  part  hereby  further  covenant  as  aforesaid, 
that  the  money  borrowed  for  the  purpose  aforesaid,  upon  the  security 
of  the  said  bonds,  shall  be  faithfully  applied  to  the  purchase  and  trans¬ 
portation  of  iron  and  equipments  for  said  road,  and  the  expenses  attend¬ 
ing  such  loan,  purchase  and  transportation,  and  laying  down  the  super¬ 
structure  of  said  road,  and  that  said  iron,  &c.,  so  purchased,  shall  be 
transported  and  used,  with  due  diligence,  in  the  construction,  furnishing 
and  use  of  said  railroad.  And  it  is  hereby  mutually  agreed,  and  these 


CORPORATE  HISTORY. 


275 


presents  are  upon  this  express  condition,  that  on  the  payment  of  the 
principal  and  interest  of  said  bonds,  or  the  conversion  thereof  into  stock 
in  manner  aforesaid,  the  estate  hereby  granted  to  said  parties  of  the 
second  part  shall  be  void,  and  the  right  to  the  premises  hereby  con¬ 
veyed,  shall  revert  to  and  revest  in  said  parties  of  the  first  part,  without 
any  acknowledgment  of  satisfaction,  reconveyance,  re-entry,  or  other  act. 
And  it  is  also  mutually  agreed,  that  said  parties  of  the  second  part,  their 
successors  in  the  trust  and  assigns,  shall  only  be  accountable  for  reason¬ 
able  diligence  in  the  management  thereof;  and  shall  not  be  responsible 
for  the  acts  of  any  agent  employed  by  him  or  them,  when  such  agent 
shall  be  employed  with  reasonable  discretion;  and  that  said  parties  of 
the  second  part,  their  successors  in  said  trust  or  assigns,  shall  be  en¬ 
titled  to  receive  proper  compensation  for  every  labor  or  service  per¬ 
formed  by  them  in  the  discharge  of  this  trust,  in  case  he  or  they  shall  be 
compelled  to  take  possession  of  said  premises,  or  any  part  thereof,  or 
manage  the  same.  And  it  is  further  mutually  agreed,  that  in  case  of 
the  death,  mental  incapacity  or  resignation  of  one  of  said  parties  of  the 
second  part,  all  their  estate,  right,  interest,  power  and  control,  in  the 
premises,  shall  be  divested,  cease  and  determine,  and  the  same  shall 
thenceforth,  for  the  purposes  aforesaid,  be  vested  in,  and  all  and  singular 
the  trusts,  duties  and  rights  hereinbefore  enumerated,  shall  devolve  upon 
and  be  vested  in  the  survivor  of  said  trustees,  without  any  further  or 
other  assurance  or  conveyance  of  or  for  the  same.  And  in  case  of 
death,  mental  incapacity,  or  resignation  of  the  said  survivor,  after  the 
trust  hereby  created  shall  have  devolved  upon  him,  the  said  parties  of 
the  first  part  shall,  or  in  case  of  their  default  to  take  proceedings  therefor 
for  thirty  days,  the  holders  of  a  majority  of  said  bonds  may  apply  to 
the  District  Court,  or  Court  of  Common  Pleas,  sitting  in  any  county  or 
district  in  the  state  of  Ohio,  to  appoint  a  new  trustee,  being  a  resident 
of  the  city  of  New  York,  to  supply  his  place;  and  thereupon  such  new 
trustee  shall  become  vested,  for  the  purposes  aforesaid,  with  all  the 
rights  and  interests  hereby  conveyed  to  or  vested  in  said  party  of  the 
second  part  without  any  further  assurance  or  conveyance  for  the  same, 
but  if  the  same  shall  be  necessary,  both  or  either  of  the  parties  shall 
execute  any  necessary  releases  or  conveyances  for  that  purpose. 

In  witness  whereof,  the  parties  of  the  first  part  have  caused  their  cor¬ 
porate  seal  to  be  hereto  affixed,  and  the  same  to  be  subscribed  by  their 
president;  and  the  said  parties  of  the  second  part  have  hereto  subscribed 
their  hands  and  seals,  the  day  and  year  first  above  written. 

JAMES  MEANS,  President. 
JEREMIAH  WILBUR.  [seal] 

HENRY  M.  ALEXANDER,  [seal] 

Signed,  sealed  and  delivered  in  presence  of 
J.  G.  MORRIS,  |  Witness  as  to 
PAUL  AMELUNG,  J  James  Means,  Prest. 

By  the  above  named  Henry  M.  Alexander  in  presence  of 
JOSEPH  S.  MASSETT, 

GEORGE  S.  PARTRIDGE. 

As  to  Jeremiah  Wilbur, 

MOSES  B.  MACLAY, 

J.  LYONS. 


276  PITTSBURGH,  CINCINNATI  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Acknowledged  by  Janies  Means  before  John  K.  Sutherland,  probate 
judge,  Jefferson  county,  Ohio,  September  7,  1852,  and  by  Jeremiah  Wilbur 
and  H.  M.  Alexander  before  Moses  B.  Maclay,  commissioner  for  Ohio 
in  New  York,  September  14,  1852. 

SATISFACTION  OF  MORTGAGE. 

Power  of  Attorney  to  Jared  Dunbar  to  Cancel  Original  First 
Mortgage  Steubenville  and  Indiana  Railroad  Company. 

Whereas,  The  Steubenville  and  Indiana  Railroad  Company  executed 
a  certain  mortgage  to  Jeremiah  Wilbur  and  Henry  M.  Alexander,  trus¬ 
tees,  bearing  date  the  first  day  of  October,  one  thousand  eight  hundred 
and  fifty-two,  to  secure  the  payment  of  bonds  of  said  company  to  the 
amount  of  one  million  five  hundred  thousand  dollars  on  the  first  day 
of  July,  1865. 

And  whereas,  By  reason  of  the  death  of  the  said  Jeremiah  Wilbur, 
the  said  Henry  M.  Alexander  is  now  the  surviving  trustee  under  the 
said  mortgage,  and  has  succeeded  under  the  terms  thereof  to  the  powers 

and  responsibilities  incident  thereto. 

And  whereas,  The  original  mortgage  above  referred  to  cannot  now 
be  found,  although  diligent  search  has  been  made  therefor,  and  it  appear¬ 
ing  to  my  satisfaction  that  the  bonds  issued  by  said  company  and 
secured  by  said  mortgage,  together  with  the  coupons  issued  in  con¬ 
nection  therewith,  have  been  redeemed  and  destroyed  by  burning,  except 
two  thousand  two  hundred  and  sixty-nine  coupons  of  thirty-five  dollars 
each,  which  have  not  been  exhibited  to  me. 

Now,  therefore,  know  all  men  by  these  presents,  That  I,  Henry  M. 
Alexander,  of  the  city,  county  and  state  of  New  York,  do  hereby  con¬ 
stitute  and  appoint  Jared  Dunbar,  Esquire,  of  the  city  of  Steubenville, 
Jefferson  county,  Ohio,  my  attorney  for  me,  and  in  my  name  and  as 
my  act  and  deed  as  surviving  trustee  as  aforesaid,  to  enter  upon  the 
record  of  the  said  mortgage  a  certificate  that  the  bonds  secured  by  the 
said  mortgage,  and  also  all  the  interest  coupons  thereby  secured,  except 
two  thousand  two  hundred  and  sixty-nine  of  said  coupons  for  thirty- 
five  dollars  each,  which  have  not  been  exhibited  to  me,  have  been  re¬ 
deemed  and  destroyed,  and  that  to  the  extent  of  the  bonds  and  coupons 
so  redeemed  and  destroyed,  but  no  further,  the  said  mortgage  is  satisfied. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal  this  sixteenth 
day  of  September,  one  thousand  eight  hundred  and  eighty. 

H.  M.  ALEXANDER,  Surviving  Trustee. 

Signed,  sealed  and  acknowledged  in  presence  of  us: 

J.  W.  SIMPSON, 

SIDNEY  WARD. 

The  conditions  of  the  within  mortgage  being  complied  with,  except 
as  to  the  two  thousand  two  hundred  and  sixty-one  coupons  of  thirty- 
five  dollars  each,  and  being  paid  off  except  as  to  same,  this  mortgage 
is  hereby  released,  except  as  to  said  coupons. 

JARED  DUNBAR,  for  trustee. 


CORPORATE  HISTORY. 


277 


For  authority,  see  Power  of  Attorney,  recorded  in  Power  of  Attorney 
Record,  No.  1,  page  32. 

October  19th,  1880. 

Attest:  JACOB  HULL,  Recorder. 

Satisfaction  of  this  mortgage  entered  in  the  records  of  the  several 
counties  in  October,  November  and  December,  1880. 


ORIGINAL  SECOND  MORTGAGE. 

Steubenville  and  Indiana  Railroad  Company  to  Jeremiah  Wilbur 
and  Henry  M.  Alexander,  Trustees. 

Dated  October  4,  1853. 

Securing  $900,000  bonds  of  $1000  each,  payable  October  1,  1866, 

bearing  7  per  cent,  interest. 

This  indenture,  made  the  fourth  day  of  October,  in  the  year  one  thou¬ 
sand  eight  hundred  and  fifty-three,  between  the  Steubenville  and  Indiana 
Railroad  Company,  a  corporation  duly  constituted  as  such  by  the  laws 
of  the  state  of  Ohio,  of  the  first  part,  and  Jeremiah  Wilbur  and  Henry  M. 
Alexander,  of  the  city  of  New  York,  of  the  second  part.  Whereas,  the 
parties  of  the  first  part,  pursuant  to  the  terms  of  the  statute  of  said  state 
incorporating  them,  and  other  statutes  of  said  state  affecting  them,  are 
engaged  in  constructing:  a  railroad  from  Steubenville  to  Columbus,  in 
said  state  of  Ohio;  and  for  that  purpose  need,  and  have  resolved  to 
purchase  and  transport  iron,  rails,  chains,  spikes  and  equipments  there¬ 
for;  and  also  to  raise  money  by  loan,  for  such  purpose  and  transportation, 
to  an  amount  not  exceeding  nine  hundred  thousand  dollars;  and  in 
order  to  secure  payment  therefor,  or  repayment  thereof,  to  execute  bonds 
of  said  company,  of  one  thousand  dollars  each,  to  the  persons  lending 
such  money,  or  furnishing  such  rails  and  equipments,  payable  on  the 
first  day  of  October,  in  the  year  eighteen  hundred  and  sixty-six,  bearing 
interest  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi-annually 
on  the  first  day  of  each  April  and  October,  in  the  city  of  New  York, 
which  bonds  shall  be  on  an  equality  as  regards  security  by  these  presents, 
notwithstanding  the  same  may  be  issued  at  different  times,  such  of 
said  bonds  being  authenticated  by  a  certificate,  signed  by  the  said  parties 
of  the  second  part,  and  containing  a  clause  permitting  the  holders  thereof 
to  exchange  the  same  at  par,  for  shares  of  stock  in  said  railroad  com¬ 
pany. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  parties  of  the 
first  part,  in  order  to  secure  the  payment  of  said  bonds  and  interest, 
and  in  consideration  of  one  dollar  to  them  in  hand  paid,  at  the  sealing 
and  delivery  hereof,  by  the  party  of  the  second  part,  the  receipt  whereof 
is  hereby  acknowledged,  have  granted,  bargained,  sold,  transferred  and 
conveyed,  and  by  these  presents  do  grant,  bargain,  sell,  transfer  and 
convey,  to  the  said  parties  of  the  second  part,  their  successors  in  the 
trust  hereby  created  and  assigns,  and  the  survivor  of  either  of  them,  all 
the  following,  present  and  in  future  to  be  acquired  property  of  said 


2^8  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOLIS  RY.  CO. 

parties  of  the  first  part,  that  is  to  say,  their  road,  made  or  to  be  made, 
from  Steubenville  to  Columbus,  including  the  right  of  way  and  land 
occupied  thereby,  together  with  the  superstructure  and  tracks  thereon, 
and  all  rails  and  other  materials  used  therein  or  procured  therefor, 
including  the  iron,  rails,  &c.,  purchased  or  to  be  purchased,  or  paid 
for  with  the  above  described  bonds,  or  the  money  obtained  therefor; 
bridges,  viaducts,  culverts,  fences,  depot  grounds,  and  buildings  thereon, 
engines,  tenders,  cars,  tools,  materials,  machinery,  contracts,  and  all 
other  personal  property,  now  or  hereafter  acquired,  right  thereto  or 
interest  therein,  together  with  all  the  tolls,  rent  or  income  to  be  had 
or  levied  therefrom;  all  franchises,  rights  and  privileges  of  the  said 
parties  of  the  first  part,  of,  in  and  to,  or  concerning  the  same.  Subject, 
however,  to  a  previous  mortgage  to  secure  the  payment  of  fifteen  hundred 
thousand  dollars  heretofore  executed  by  said  party  of  the  first  part,  con¬ 
veying  a  lien  on  that  part  of  the  road  lying  between  Steubenville  and 
Newark,  but  nothing  herein  contained  shall  be  construed  to  prevent 
the  parties  of  the  first  part  from  selling,  hypothecating,  or  otherwise 
disposing  of  any  bonds  or  other  securities  received  in  payment  of  stock 
or  otherwise;  or  of  any  lands  or  other  property  of  the  company,  not 
necessary  to  be  retained  for  their  roadway,  depot  grounds  and  stations, 
nor  required  for  the  construction  or  convenient  use  of  their  road,  nor 
from  collecting  moneys  due  the  company  in  stock  subscriptions  or  other¬ 
wise:  Provided,  they  shall  diligently  proceed  to  collect  and  faithfully 
apply  all  such  means  to  the  construction  and  equipment  of  their  said 
road:  Provided  also,  that  no  default  shall  have  been  made  in  the  pay¬ 
ment  of  the  interest  or  principal  of  any  of  the  above  described  bonds. 
To  have  and  to  hold  the  said  premises,  and  every  part  thereof,  with  the 
appurtenances,  unto  the  said  party  of  the  second  part,  their  successors 
in  said  trust,  and  assigns,  and  the  survivor  of  them,  upon  the  following 
trust:  that  is  to  say,  in  case  the  said  parties  of  the  first  part  shall  fail 
to  pay  the  principal  or  any  part  thereof,  or  any  of  the  interest  or  any  of 
said  bonds,  at  any  time  when  the  same  may  become  due  and  payable, 
according  to  the  tenor  thereof,  when  demanded;  then,  after  sixty  days 
from  such  default,  upon  the  request  of  the  holder  of  such  bonds,  the 
said  parties  of  the  second  part,  their  successors  in  said  trust  and  assigns, 
or  the  survivor  of  them,  may  enter  and  take  possession  of  all  or  any 
part  of  said  premises,  and  as  the  attorney  in  fact,  or  agent  of  said  parties 
of  the  first  part,  by  themselves,  or  agents,  or  substitutes,  duly  constituted, 
have,  use  and  employ  the  same,  making  from  time  to  time  all  needful 
repairs,  alterations  and  additions  thereto;  and  after  deducting  the  ex¬ 
penses  of  such  use,  repairs,  alterations  and  additions,  apply  the  proceeds 
thereof  to  the  payment  of  the  principal  and  interest  of  all  said  bonds 
remaining  unpaid;  or  the  said  parties  of  the -second  part,  their  succes¬ 
sors  in  said  trust  and  assigns,  or  the  survivor  of  them,  at  his  or  their 
discretion,  may,  or  on  the  written  request  of  the  holders  of,  at  least  one- 
half  of  the  bonds  then  unpaid  and  unconverted  into  stock,  shall  cause 
the  said  premises,  or  so  much  thereof  as  shall  be  necessary  to  pay  the 
principal  and  interest  of  all  such  of  said  bonds  as  may  then  be  unpaid 
and  unconverted  into  stock,  to  be  sold  at  public  auction,  in  the  city 


CORPORATE  HISTORY. 


279 

of  Cincinnati,  in  said  state  of  Ohio,  or  in  the  city  of  New  York,  giving 
at  least  forty  days’  notice  of  the  time  and  place  and  terms  of  such  sale, 
and  of  the  specific  property  to  be  sold,  by  publishing  the  same  in  two 
newspapers,  in  good  circulation,  in  each  of  the  cities  aforesaid,  and  wher¬ 
ever  else  required  by  law;  and  execute  to  the  purchaser  or  purchasers 
thereof  a  good  and  sufficient  deed  of  conveyance  in  fee  simple  for  the 
same;  which  shall  be  a  bar  against  the  parties  of  the  first  part,  their 
successors  and  assigns,  and  all  persons  claiming  under  them,  of  all  right, 
interest  or  claim,  in  or  to  said  premises  or  any  part  thereof.  And  said 
trustees  shall,  after  deducting  from  the  proceeds  of  said  sale  the  costs 
and  expenses  thereof,  and  of  managing  such  property,  apply  such  of 
the  proceeds  as  may  be  necessary  to  the  payment  of  said  principal  and 
interest  due  and  unpaid  on  said  bonds,  and  shall  restore  the  residue 
thereof  to  the  parties  of  the  first  part.  It  being  hereby  expressly  under¬ 
stood,  that  in  no  case  shall  any  claim  or  advantage  be  taken  of  any 
valuation,  appraisement  or  extension  laws,  by  the  said  parties  of  the  first 
part,  nor  any  injunction  or  stay  of  proceedings,  or  any  process  be 
applied  for  or  obtained  by  them  to  prevent  such  entry  or  sale  as  afore¬ 
said.  And  said  parties  of  the  first  part  hereby  covenant,  for  the  con¬ 
sideration  aforesaid,  to  execute  and  deliver,  any  further  reasonable  and 
necessary  conveyance  of  the  premises,  or  any  part  thereof,  to  the  said 
parties  of  the  second  part,  their  successors  in  said  trust,  and  assigns,  for 
more  fully  carrying  into  effect  the  objects  hereof,  particularly  for  the 
conveyance  of  any  property  hereafter  acquired  by  said  parties  of  the 
first  part,  and  comprehended  in  the  description  contained  in  the  premises, 
and  said  parties  of  the  first  part  hereby  further  covenant,  as  aforesaid, 
that  the  money  borrowed  for  the  purposes  aforesaid,  upon  the  security  of 
said  bonds,  shall  be  faithfully  applied  to  the  purchase  and  transportation 
of  iron  and  equipments  for  said  road,  and  the  expense  attending  such 
loan,  purchase  and  transportation  and  laying  down  the  superstructure 
of  said  road.  And  that  said  iron,  &c.,  so  purchased  shall  be  transported 
and  used,  with  due  diligence  in  the  construction,  finishing  and  use  of 
said  railroad.  And  it  is  hereby  mutually  agreed,  and  these  presents  are 
upon  this  express  condition,  that  upon  the  payment  of  the  principal  and 
interest  of  said  bonds  or  the  conversion  thereof  into  stock  in  manner 
aforesaid,  the  estate  hereby  granted  to  said  parties  of  the  second  part, 
shall  be  void,  and  the  right  to  the  premises  hereby  conveyed  shall  revert 
to  and  revest  in  said  parties  of  the  first  part,  without  any  acknowledg¬ 
ment  of  satisfaction,  reconveyance,  re-entry,  or  other  act.  And  it  is 
also  mutually  agreed,  that  said  party  of  the  second  part,  their  successors 
in  the  trust  and  assigns,  shall  only  be  accountable  for  reasonable  dili¬ 
gence  in  the  management  thereof,  and  shall  not  be  responsible  for  the 
acts  of  any  agent  employed  by  him  or  them,  when  such  agent  shall  be 
employed  with  reasonable  discretion.  And  that  said  parties  of  the  second 
part,  their  successors  in  said  trust  or  assigns,  shall  be  entitled  to  receive 
proper  compensation  for  every  labor  or  service  performed  by  them  in 
discharge  of  this  trust,  in  case  they  shall  be  compelled  to  take  possession 
of  said  premises  or  any  part  thereof,  or  manage  the  same.  And  it  is 
further  mutually  agreed,  that  in  case  of  the  death,  mental  incapacity,  or 


280  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

resignation  of  one  of  said  parties  of  the  second  part,  all  their  estate,  right, 
interest,  power  and  control  in  the  premises  shall  be  divested,  cease  and 
determine,  and  the  same  shall  thenceforth,  for  the  purposes  aforesaid, 
be  vested  in,  and  all  and  singular  the  trusts,  duties  and  rights  herein¬ 
before  enumerated,  shall  devolve  upon  and  be  vested  in  the  survivor  of 
said  trustees  without  any  further  or  other  assurance  or  conveyance  of  or 
for  the  same.  And  in  case  of  the  death,  mental  incapacity,  or  resigna¬ 
tion  of  the  said  survivor,  after  the  trust  hereby  created  shall  have  de¬ 
volved  upon  him,  the  said  parties  of  the  first  part  shall,  and  in  case  of 
their  default  to  take  proceedings  therefor  for  thirty  days,  the  holder  of 
a  majority  of  said  bonds  may  apply  to  the  District  Court  or  Couit  of 
Common  Pleas  of  the  state  of  Ohio,  sitting  in  any  county  or  district  in 
said  state,  to  appoint  a  new  trustee,  being  a  resident  of  the  city  of  New 
York,  to  supply  his  place,  and  thereupon  such  new  trustee  shall  become 
vested,  for  the  purposes  aforesaid,  with  all  the  rights  and  interests  hereby 
conveyed  to  or  vested  in  said  parties  of  the  second  part,  without  any 
further  assurance  or  conveyance  of  the  same,  but  if  the  same  shall  be 
necessary,  both  or  either  of  the  parties  shall  execute  any  necessary 
releases  or  conveyances  for  that  purpose. 

In  witness  whereof,  the  parties  of  the  first  part  have  caused  their 
corporate  seal  to  be  hereto  affixed,  and  the  same  to  be  subscribed  by 
their  president;  and  the  said  parties  of  the  second  part  have  hereto  sub¬ 
scribed  their  hands  and  seals,  the  day  and  year  first  above  written. 

JAMES  MEANS,  President. 
JEREMIAH  WILBUR,  [seal] 

HENRY  M.  ALEXANDER,  [seal] 

Signed,  sealed  and  delivered  in  presence  of 
J.  G.  MORRIS, 

JNO.  K.  SUTHERLAND, 

In  behalf  of  James  Means,  President. 

W.  H.  BEANS, 

MOSES  B.  MACLAY, 

As  to  Wilbur  and  Alexander. 

Acknowledged  by  James  Means  before  John  K.  Sutherland,  probate 
judge,  Jefferson  county,  October  4,  1853,  and  by  Jeremiah  Wilbur  and 
H.  M.  Alexander  before  Moses  B.  Maclay,  commissioner  for  Ohio  in  New 
York,  October  8,  1853. 

SATISFACTION  OF  MORTGAGE. 

Power  of  Attorney  to  J.  Dunbar  to  Cancel  Original  Second 
Mortgage,  $900,000,  to  Jeremiah  Wilbur  and  Henry  M.  Alexander. 

Whereas,  The  Steubenville  and  Indiana  Railroad  Company  executed  a 
certain  mortgage  to  Jeremiah  Wilbur  and  Henry  M.  Alexander,  trustees, 
bearing  date  the  first  day  of  November,  one  thousand  eight  hundred  and 
fifty-three,  to  secure  the  payment  of  the  bonds  of  said  company  to  the 
amount  of  nine  hundred  thousand  dollars,  on  the  first  day  of  October, 
one  thousand  eight  hundred  and  sixty-six. 


CORPORATE  HISTORY. 


28l 

And  whereas,  By  reason  of  the  death  of  the  said  Jeremiah  Wilbur,  the 
said  Henry  M.  Alexander  is  now  the  surviving  trustee  under  the  said 
mortgage,  and  has  succeeded  under  the  terms  thereof  to  the  powers  and 
responsibilities  incident  thereto. 

And  whereas,  The  original  mortgage  above  referred  to  cannot  now  be 
found,  although  diligent  search  has  been  made  therefor,  and  it  appearing 
to  my  satisfaction  that  the  bonds  issued  by  said  company  and  secured 
by  the  said  mortgage  have  been  paid  and  destroyed  by  burning. 

Now,  therefore,  know  all  men  by  these  presents,  That  I,  Henry  M. 
Alexander,  of  the  city,  county  and  state  of  New  York,  do  hereby  con¬ 
stitute  and  appoint  J.  Dunbar,  Esquire,  of  the  city  of  Steubenville,  Jeffer¬ 
son  county,  Ohio,  my  attorney,  for  me  and  in  my  name,  and  as  my  act 
and  deed  as  surviving  trustee  as  aforesaid  to  enter  upon  the  record  of 
the  said  mortgage  full  release  and  satisfaction  thereof  as  may  be  required 
under  the  statutes  of  the  state  of  Ohio  in  such  cases  made  and  provided, 
to  fully  discharge  the  lien  created  thereby. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal  this  twenty- 
sixth  day  of  August,  one  thousand  eight  hundred  and  eighty. 

HENRY  M.  ALEXANDER,  Surviving  Trustee. 

Signed,  sealed  and  acknowledged  in  the  presence  of  us: 

CHARLES  NETTLETON, 

WILLIAM  D.  WARD. 

The  conditions  of  this  mortgage  having  been  complied  with,  and  the 
same  being  paid  off  and  satisfied,  it  is  hereby  released. 

J.  DUNBAR,  for  trustee. 

For  authority,  see  Power  of  Attorney,  in  Record  of  Power  of  Attorney, 
recorded  in  Record  No.  1,  page  32. 

October  19th,  1880. 

Attest:  JACOB  HULL,  Recorder,  Jefferson  county. 

Satisfaction  of  this  mortgage  recorded  in  the  several  counties  in 
October,  November  and  December,  1880. 


SUPPLEMENTARY  MORTGAGE. 

Steubenville  and  Indiana  Railroad  Company  to  Jeremiah  Wilbur 
and  Henry  M.  Alexander,  Trustees. 

Dated  April  7,  1855. 

Supplementary  to  mortgages  of  September  7,  1852,  and  October  4,  1853, 
and  conveying  property  acquired  subsequent  to  dates  of  mortgages. 

Whereas,  The  Steubenville  and  Indiana  Railroad  Company  have  here¬ 
tofore  executed  their  mortgage  to  Jeremiah  Wilbur  and  Henry  M.  Alex¬ 
ander,  of  the  city  of  New  York,  conveying  to  them,  their  successors  and 
assigns,  and  the  survivor  of  either  of  them,  their  road,  made  or  to  be  made, 
from  Steubenville  to  Newark,  and  from  Steubenville  to  Columbus,  in¬ 
cluding  the  right  of  way,  and  land  occupied  thereby,  together  with  the 


28 2  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


superstructure  and  tracks  thereon,  and  all  rails  and  other  material  used 
thereon  or  procured  therefor,  including  the  iron,  &c.,  purchased  or  to  be 
purchased,  or  paid  for  with  the  bonds  which  said  several  mortgages  were 
intended  to  secure,  or  the  money  obtained  therefor,  bridges,  viaducts, 
culverts,  fences,  depot  grounds  and  buildings  thereon,  engines,  tenders, 
tools,  material,  machinery,  contracts,  and  all  other  personal  property,  now 
or  thereafter  acquired,  their  right  thereto  or  interest  therein.  The  first 
of  which  said  mortgages  is  dated  on  the  seventh  day  of  September,  in 
the  year  one  thousand  eight  hundred  and  fifty-two,  and  conditioned  to 
secure  the  payment  of  the  principal  and  interest  of  an  issue  of  fifteen 
hundred  thousand  dollars  of  the  bonds  of  said  company,  as  therein  pro¬ 
vided.  The  second  of  which  said  mortgages  is  dated  on  the  fourth  day 
of  October,  in  the  year  one  thousand  eight  hundred  and  fifty-three  and 
conditioned  to  secure  the  payment  of  the  principal  and  interest  of  an 
issue  of  nine  hundred  thousand  dollars  of  the  bonds  of  said  company  as 
in  said  last  named  mortgage  provided.  And  whereas  also  in  each  of  said 
several  mortgages  it  is  agreed  and  covenanted  by  the  said  Steubenville  and 
Indiana  Railroad  Company  with  and  to  the  said  Jeremiah  Wilbur  and 
the  said  Henry  M.  Alexander,  that  the  said  Steubenville  and  Indiana 
Railroad  Company  will  thereafter  execute  to  the  said  Wilbur  and  Alex¬ 
ander  and  deliver  any  reasonable  and  necessary  conveyance  of  said  prem¬ 
ises  or  any  part  thereof  that  may  more  fully  carry  into  effect  the  objects 
of  said  several  mortgages,  and  more  particularly  that  the  said  Steubenville 
and  Indiana  Railroad  Company  will  thereafter  convey  any  property  there¬ 
after  by  the  said  Steubenville  and  Indiana  Railroad  Company  to  be 
acquired  and  comprehended  in  the  description  of  property  in  said  mort¬ 
gage  contained. 

And  whereas,  Also  since  the  execution  and  delivery  of  said  several 
mortgages  above  mentioned,  the  Steubenville  and  Indiana  Railroad 
Company  have  acquired  property  comprehended  in  the  description  of 
property  granted  by  said  several  mortgages,  consisting  of  right  of  way 
and  land  occupied  thereby,  together  with  the  superstructure  and  tracks 
thereon,  and  all  rails  and  other  materials,  and  iron,  bridges,  viaducts, 
culverts,  fences,  depot  grounds  and  buildings  thereon,  together  with  en¬ 
gines,  cars,  tenders,  tools,  machinery,  contracts  and  other  personal 
property.  And  whereas  also,  it  has  been  deemed  reasonable  and  proper 
for  more  fully  carrying  into  effect  the  object  of  said  several  mortgages, 
to  execute  a  further  conveyance  to  the  said  Jeremiah  Wilbur  and  Henry 
M.  Alexander  of  the  property  by  the  said  Steubenville  and  Indiana  Rail¬ 
road  Company  acquired  since  the  execution  of  said  several  mortgages, 
or  either  of  them.  Now,  therefore,  be  it  known,  that  the  Steubenville 
and  Indiana  Railroad  Company,  in  consideration  of  one  dollar  paid  by 
the  said  Jeremiah  Wilbur  and  Henry  M.  Alexander,  at  the  sealing  and 
delivery  hereof,  the  receipt  of  which  is  hereby  acknowledged,  have 
granted,  bargained,  sold,  transferred  and  conveyed,  and  by  these  presents 
do  hereby  grant,  bargain,  sell,  transfer  and  convey  unto  the  said  Jeremiah 
Wilbur  and  Henry  M.  Alexander,  their  successors  and  assigns,  and 
the  survivor  of  them  or  either  of  them,  all  the  right  of  way  and  land 
occupied  thereby,  together  with  the  superstructure  and  tracks  thereon, 


CORPORATE  HISTORY. 


283 


and  all  rails  and  other  materials  used  thereon,  bridges,  viaducts,  culverts, 
fences,  depot  grounds  and  buildings  thereon,  and  particularly  all  engines, 
tenders,  cars,  tools,  materials,  machinery  and  all  other  property,  real  or 
personal,  which  may  have  been  acquired  by  the  said  Steubenville  and 
Indiana  Railroad  Company  since  the  execution  of  the  above  recited 
mortgages,  or  either  of  them.  To  have  and  to  hold  the  same  and  every 
part  thereof,  unto  the  said  Jeremiah  Wilbur  and  Henry  M.  Alexander, 
their  successors  and  assigns  and  the  survivor  upon  the  trusts  in  said 
several  mortgages  particularly  specified,  and  with  the  powers  in  said 
several  mortgages  given  as  fully  and  completely  as  if  said  several  trusts 
and  powers  were  herein  specifically  recited.  And  the  said  Steubenville  and 
Indiana  Railroad  Company,  for  the  consideration  aforesaid,  hereby  cov¬ 
enants  to  and  with  the  said  Jeremiah  Wilbur  and  Henry  M.  Alexander, 
in  respect  to  the  property  hereby  conveyed  and  aforesaid  as  is  in  said 
several  mortgages  herein  mentioned,  covenants,  and  hereby  adopts  the 
said  covenants  as  fully  and  completely  as  though  the  same  were  herein 
particularly  recited. 

Nevertheless,  this  conveyance  is  made  upon  this  express  condition, 
that  whereas  certain  portions  of  said  property  so  acquired  since  the 
execution  of  said  mortgages  is  yet  unpaid  for,  either  in  whole  or  in  part, 
to  wit,  there  being  a  balance  of  one  thousand  eight  hundred  and  thirty- 
five  dollars  due  to  Messrs.  Kimball  and  Gaston,  of  Philadelphia,  for 
passenger  cars,  and  also  a  balance  of  thirteen  thousand  six  hundred  and 
thirty-three  dollars  due  to  Messrs.  M.  W.  Baldwin  &  Co.,  of  Phila¬ 
delphia,  for  locomotives,  and  also  a  balance  due  to  Means  &  Co.,  of 
Steubenville,  cars  and  equipments  for  said  road  of  thirteen  thousand  six 
hundred  and  twenty-eight  dollars.  Now  the  property  hereby  conveyed 
is  to  be  held  by  them  to  secure  the  payment  of  the  several  sums  above 
named  to  the  creditors  above  named  respectively,  and  until  the  said 
several  sums  are  paid  by  the  said  railroad,  the  property  hereby  conveyed 
is  to  be  held  by  them  subject  to  the  payment  thereof,  and  thereafter 
fully  and  completely  upon  the  other  trusts  and  for  the  other  purposes 
herein  above  specified. 

In  witness  whereof,  the  said  Steubenville  and  Indiana  Railroad  Com¬ 
pany  has  caused  its  corporate  seal  to  be  hereto  affixed,  and  the  same  to 
be  subscribed  by  the  president  of  said  company,  this  seventh  day  of 
April,  A.  D.  1855. 

JAMES  MEANS,  President.  [seal] 

Attest: 

S.  F.  SCULL, 

THOMAS  MEANS. 

Acknowledged  before  Thomas  Means,  judge  court  of  common  pleas, 
April  7,  1855. 

Recorded,  Jefferson  county,  Ohio,  April  11,  1855,  vol.  4,  page  573.  Not 
cancelled  of  record. 


284  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

ORIGIN  AX  THIRD  MORTGAGE. 

Steubenville  and  Indiana  Railroad  Company  to  Martin  Andrews 

and  Stuart  B.  Shotwell,  Trustees. 

Dated  February  15,  1856. 

Securing  $600,000  bonds,  $300,000  for  $500  each  and  $300,000  for  $1000 
each,  payable  February  15,  1870,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  fifteenth  day  of  February,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  fifty-six,  between  the  Steubenville 
and  Indiana  Railroad  Company,  a  corporation  duly  constituted  and 
organized  under  the  laws  of  the  state  of  Ohio,  of  the  first  part,  and 
Martin  Andrews  and  Stuart  B.  Shotwell,  of  the  state  of  Ohio,  of  the 
second  part,  witnesseth,  that  whereas  the  parties  of  the  first  part,  in 
accordance  with  the  provisions  of  the  statutes  of  said  state  incorporating 
them,  and  of  other  statutes  of  said  state  affecting  them,  have  been  engaged 
in  the  construction  of  a  railroad  from  Steubenville  to  Columbus,  in  said 
state  of  Ohio,  and  also  in  the  construction  of  a  branch  from  Cadiz 
Junction,  on  said  railroad,  to  the  town  of  Cadiz,  in  said  state,  which  said 
road  and  branch  are  not  yet  fully  completed;  and  whereas  also,  in  the 
construction  of  said  road  and  branch,  certain  debts  have  been  by  said 
company  already  contracted,  part  of  which  debt  is  floating,  and  part  of 
which  has  been  liquidated  by  the  issue  of  the  income  bonds  of  said  com¬ 
pany;  and  whereas  also,  it  has  become  necessary  for  the  purpose  of 
further  equipping  said  railroad  to  raise  other  sums  of  money;  and  whereas 
also,  the  said  company  have  resolved,  for  the  purpose  of  funding  said 
income  bonds  and  floating  debt,  and  for  the  further  purpose  of  raising 
by  loan  or  otherwise  the  moneys  necessary  for  the  completion  and  equip¬ 
ment  of  said  road  to  issue  the  bonds  of  said  company  to  an  amount  not 
exceeding  six  hundred  thousand  dollars,  which  are  ordered  to  be  exe¬ 
cuted  in  manner  as  follows:  Six  hundred  for  the  sum  of  five  hundred 
dollars  each,  and  three  hundred  for  the  sum  of  one  thousand  dollars 
each,  bearing  interest  at  the  rate  of  seven  per  centum  per  annum,  payable 
semi-annually,  which  bonds  shall  be  on  an  equality,  so  far  as  regards 
security,  by  these  presents,  notwithstanding  the  same  may  be  issued  at 
different  times:  each  of  said  bonds  being  authenticated  by  a  certificate 
signed  by  said  parties  of  the  second  part,  and  containing  a  clause  per¬ 
mitting  the  holders  thereof  to  exchange  the  same  at  par  for  shares  of 
stock  in  said  railroad  company. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  parties  of  the 
first  part,  in  order  to  secure  the  payment  of  said  bonds  and  interest,  and 
in  consideration  of  one  dollar  to  them  in  hand  paid  at  the  sealing  and 
delivery  hereof,  by  the  party  of  the  second  part,  the  receipt  whereof  is 
hereby  acknowledged,  have  granted,  bargained,  sold,  transferred  and 
conveyed,  and  by  these  presents  do  grant,  bargain,  sell,  transfer  and 
convey  to  the  said  parties  of  the  second  part,  their  successors  in  the  trust 
hereby  created  and  assigned,  and  the  survivor  of  either  of  them,  all  the 
following  present  and  in  future  to  be  acquired  property;  that  is  to  say, 
their  road,  made  or  to  be  made,  from  Steubenville  to  Columbus,  and  their 
branch  road,  made  or  to  be  made,  from  Cadiz  Junction  to  the  town  of 


CORPORATE  HISTORY. 


285 


Cadiz,  including  the  right  of  way  for  said  road  and  branch  and  the  land 
occupied  thereby,  together  with  the  superstructure  and  tracks  thereon, 
and  all  rails  and  other  materials  used  therein,  or  procured  therefor,  and 
all  money  or  other  property  procured  or  paid  for  with  the  above  de¬ 
scribed  bonds,  and  all  bridges,  viaducts,  culverts,  fences,  depot  grounds 
and  buildings  thereon,  engines,  tenders,  cars,  tools,  materials,  machinery, 
contracts,  lumber,  wood,  and  all  other  personal  property  now  or  here¬ 
after  to  be  acquired,  their  right  thereto,  or  interest  therein,  together  with 
all  tolls,  rents,  income  to  be  received  or  levied  therefrom,  and  all  fran¬ 
chises,  rights  and  privileges  of  the  said  parties  of  the  first  part,  of  and 
in,  to,  or  concerning  the  same;  and  also  all  real  estate  acquired,  or  to  be 
acquired  by  said  party  of  the  first  part,  which  they  may  have  the  capacity 
to  hold,  wherever  situate.  But  nothing  herein  contained  shall  be  con¬ 
strued  to  prevent  the  parties  of  the  first  part  from  selling,  hypothecating, 
or  otherwise  disposing  of  any  bonds  or  other  securities  received  in 
payment  of  stock,  or  otherwise,  or  of  any  lands  or  other  property  of 
the  company  not  necessary  to  be  retained  for  their  roadway,  depot 
grounds  and  stations,  nor  required  for  the  construction  or  convenient 
use  of  their  road,  nor  from  collection  of  moneys  due  the  company  on 
stock,  subscription  or  otherwise.  Provided  they  shall  diligently  proceed 
to  collect  and  faithfully  apply  all  such  means  to  the  liquidation  of  the 
floating  debt,  and  income  bonds  of  said  company  above  mentioned,  and 
to  the  completion  and  further  equipment  of  said  road  and  branch. 
Provided  also,  that  no  default  shall  have  been  made  in  the  payment  of  the 
interest  or  principal  of  any  of  the  above  described  bonds.  To  have  and 
to  hold  the  said  premises  and  every  part  thereof,  with  the  appurtenances, 
unto  the  said  parties  of  the  second  part,  their  successors  in  said  trust, 
and  assigns,  and  the  survivor  of  either  of  them,  upon  the  following 
trust:  that  is  to  say,  in  case  the  said  parties  of  the  first  part  shall  fail  to 
pay  the  principal  or  any  part  thereof,  or  any  of  the  interest  on  any  of 
the  bonds,  at  any  time  when  the  same  may  become  due  and  payable, 
according  to  the  tenor  thereof  when  demanded;  then,  after  sixty  days 
from  such  default,  upon  the  request  of  the  holders  of  such  bonds,  the 
said  parties  of  the  second  part,  their  successors  in  said  trust,  or  assigns, 
or  the  survivor  of  either  of  them,  may  enter  and  take  possession  of  all 
or  any  part  of  said  premises,  and  as  the  attorney  in  fact,  or  agent  of  said 
parties  of  the  first  part,  by  themselves  or  agents,  or  substitutes,  duly 
constituted,  have,  use  and  employ  the  same,  making  from  time  to  time 
all  needful  repairs,  alterations  and  additions  thereto,  and  after  deducting 
the  expenses  of  such  use,  repairs,  alterations  and  additions,  apply  the 
proceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all  said 
bonds  remaining  unpaid.  Or  the  said  parties  of  the  second  part,  their 
successors  in  said  trust,  and  assigns,  or  the  survivor  of  them,  at  his  or 
their  discretion,  may,  on  the  written  request  of  the  holders  of  at  least 
one-half  of  the  bonds  then  unpaid  and  unconverted  into  stock,  cause  the 
said  premises,  or  so  much  thereof  as  shall  be  necessary  to  pay  the 
principal  and  interest,  of  all  such  of  said  bonds  as  may  then  be  unpaid 
and  unconverted  into  stock,  to  be  sold  at  public  auction,  in  the  city  of 
Cincinnati,  in  the  state  of  Ohio,  or  in  the  city  of  New  York,  giving  at 


286  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

least  forty  days’  notice  of  the  time  and  place,  and  terms  of  such  sale, 
and  of  the  specific  property  to  be  sold,  by  publishing  the  same  in  two 
newspapers  in  general  circulation  in  each  of  the  cities  aforesaid,  and 
wherever  else  required  by  law;  and  execute  to  the  purchaser  or  pur¬ 
chasers  thereof,  a  good  and  sufficient  deed  of  conveyance,  in  fee  simple 
for  the  same;  which  shall  be  a  bar  against  the  parties  of  the  first  part, 
their  successors,  and  assigns,  and  all  persons  claiming  under  them,  of  all 
right,  interest  or  claim,  in,  or  to  said  premises  or  any  part  thereof. 
And  said  trustees  shall,  after  deducting  from  the  proceeds  of  said  sale 
the  costs  and  expenses  thereof,  and  of  managing  such  property,  apply 
such  proceeds  as  may  be  necessary,  to  the  payment  of  said  principal  and 
interest,  due  and  unpaid  on  said  bonds,  and  shall  restore  the  residue 
thereof  to  the  parties  of  the  first  part.  It  being  hereby  expressly  under¬ 
stood,  that  in  no  case  shall  any  claim  or  advantage  be  taken  of  any 
valuation,  appraisement  or  extension  laws  by  said  parties  of  the  first 
part,  or  any  injunction  or  stay  of  proceedings,  or  any  process,  to  be 
applied  for,  or  obtained  by  them,  to  prevent  such  entry  or  sale  as  afore¬ 
said.  And  said  parties  of  the  first  part  hereby  covenant,  for  the  con¬ 
sideration  aforesaid,  to  execute  and  deliver,  any  further  reasonable  and 
necessary  conveyance  of  the  premises,  or  any  part  thereof,  to  the  said 
parties  of  the  second  part,  their  successors  in  said  trust  and  assigns,  for 
more  fully  conveying  into  effect  the  objects  hereof,  particularly  for  the 
conveyance  of  any  property  hereafter  acquired  by  said  parties  of  the  first 
part,  and  comprehended  in  the  description  contained  in  the  premises. 
And  said  parties  of  the  first  part  hereby  further  covenant  as  aforesaid, 
that  the  money  borrowed  for  the  purposes  aforesaid,  upon  the  security 
of  said  bonds,  shall  be  faithfully  applied  to  the  liquidation  of  the  debts 
aforesaid,  and  to  the  completion  and  equipment  of  the  railroad  aforesaid, 
and  the  branch  thereof.  And  it  is  hereby  mutually  agreed,  and  these 
presents  are  upon  this  express  condition,  that  on  the  payment  of  the 
principal  and  interest  of  said  bonds  or  the  conversion  thereof  into  stock 
in  manner  aforesaid,  the  estate  hereby  granted  to  said  parties  of  the 
second  part  shall  be  void,  and  the  right  to  the  premises  hereby  con¬ 
veyed  shall  revert  to  and  revest  in  said  parties  of  the  first  part  without 
any  acknowledgment  of  satisfaction,  reconveyance,  re-entry  or  other  act. 
And  it  is  also  mutually  agreed,  that  the  said  parties  of  the  second  part, 
their  successors  in  the  trust,  and  assigns,  shall  only  be  accountable  for 
reasonable  diligence,  and  that  said  parties  of  the  second  part,  their  suc¬ 
cessors  in  said  trust,  or  assigns,  shall  be  entitled  to  receive  proper  com¬ 
pensation  for  every  labor  or  service,  performed  by  them  in  discharge  of 
this  trust,  in  case  they  shall  be  compelled  to  take  possession  of  said 
premises,  or  any  part  thereof,  or  manage  the  same.  And  it  is  further 
mutually  agreed,  that  in  case  of  the  death,  mental  incapacity  or  resigna¬ 
tion  of  one  of  the  said  parties  of  the  second  part,  all  their  estate,  right, 
interest,  power  and  control  in  the  premises  shall  be  divested,  cease  and 
determine,  and  the  same  shall  thenceforth,  for  the  purposes  aforesaid,  be 
vested  in,  and  all  and  singular,  the  trusts,  duties  and  rights  hereinbefore 
enumerated,  shall  devolve  upon  and  be  vested  in  the  survivor  of  said 
trustees,  without  any  further  or  other  assurance  or  conveyance  of  or 


CORPORATE  HISTORY. 


287 


for  the  same.  And  in  case  of  the  death,  mental  incapacity  or  resigna¬ 
tion,  of  the  said  survivor,  after  the  trust  hereby  created  shall  have  de¬ 
volved  upon  him,  the  said  parties  of  the  first  part  shall,  or  in  case  of 
their  default  to  take  proceedings  therefor  for  thirty  days,  the  holders  of 
a  majority  of  said  bonds,  may  apply  to  the  District  Court,  or  the  Court 
of  Common  Pleas,  of  the  state  of  Ohio,  sitting  in  any  court  or  district  in 
said  state,  to  appoint  a  new  trustee,  being  a  resident  of  the  state  of  Ohio, 
to  supply  his  place;  and  thereupon  such  new  trustee  shall  become  vested 
for  the  purposes  aforesaid,  with  all  the  rights  and  interests,  hereby 
conveyed  to,  or  vested  in,  said  parties  of  the  second  part,  without  any 
further  assurance  or  conveyance  for  the  same;  but,  if  the  same  be 
necessary,  both  or  either  of  the  parties  shall  execute  any  necessary  re¬ 
leases  or  conveyances  for  that  purpose. 

In  witness  whereof,  the  parties  of  the  first  part  have  caused  their 
corporate  seal  to  be  hereto  affixed,  and  the  same  to  be  subscribed  by 
their  president;  and  the  said  parties  of  the  second  part  have  hereto 
subscribed  their  hands  apd  seals,  the  day  and  year  first  above  written. 
Attest:  THOMAS  L.  JEWETT,  President. 

R.  S.  MOODEY,  MARTIN  ANDREWS,  [seal] 

E.  M.  McCOOK.  STUART  B.  SHOTWELL.  [seal] 

Acknowledged  by  Thomas  L.  Jewett  before  John  Bray,  justice  peace, 
Jefferson  county,  Ohio,  February  15,  1856. 

SATISFACTION  OF  MORTGAGE. 

L.  L.  Gilbert,  appointed  trustee  at  January,  1898,  term  of  common 
pleas  court,  Jefferson  county,  executed  a  release  of  this  mortgage  April 
21,  1898,  which  was  recorded  in  Jefferson,  Muskingum,  Coshocton,  Lick¬ 
ing,  Franklin,  Harrison  and  Tuscarawas  counties  in  April,  May  and  June, 
1898. 


REORGANIZED  FIRST  MORTGAGE. 

Steubenville  and  Indiana  Railroad  Company  to  J.  Edgar  Thomson, 
H.  M.  Alexander  and  Jeremiah  Wilbur,  Trustees. 

Dated  April  14,  1864. 

Securing  $3,000,000  bonds  of  $1000  each,  dated  January  1,  1864,  payable 
January  1,  1884,  bearing  6  per  cent,  interest.  Bonds  were  extended 
at  maturity  for  30  years  at  5  per  cent,  interest. 

To  all  to  whom  these  presents  shall  come,  greeting: 

Whereas,  The  Steubenville  and  Indiana  Railroad  Company  is  indebted 
to  various  parties  and  corporations,  the  holders  of  the  original  first  and 
second  mortgage  bonds  of  said  company,  in  a  large  sum  for  principal  and 
interest,  which  said  sum,  in  a  judicial  proceeding  in  the  Court  of  Com¬ 
mon  Pleas  of  Harrison  county,  Ohio,  has  been  merged  in  a  decree  for 
the  sum  of  three  millions  six  hundred  and  ninety-two  thousand  seven 
hundred  and  sixty-six  dollars,  bearing  interest  at  the  rate  of  seven  per 
centum  per  annum;  and  whereas,  the  creditors  of  said  company  have 
agreed  to  accept  propositions  made  by  it  for  the  extension  of  payment  to 


288  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


the  first  of  January,  1884,  the  reduction  of  said  debt  to  three  millions  of 
dollars  and  of  the  interest  in  the  future  to  six  per  centum  per  annum, 
upon  certain  conditions  expressed  in  the  resolutions  of  the  shareholders 
of  said  company,  in  a  meeting  held  at  Steubenville,  on  the  ninth  day  of 
April,  1864;  and  whereas,  for  the  convenience  of  said  company,  new 
evidences  of  debt  are  proposed  to  be  given,  to  be  known  as  the  “  first 
mortgage  bonds,”  to  be  issued  in  twelve  series,  designated  by  letters 
from  “  A  ”  to  “  L,”  inclusive,  each  series  to  comprise  two  hundred  and 
fifty  bonds,  numbered  from  one  to  two  hundred  and  fifty,  inclusive, 
each  to  be  for  one  thousand  dollars  ($1000),  all  to  be  dated  on  the  first 
day  of  January,  1864,  and  to  bear  interest  at  six  per  centum  from  that 
day,  and  between  themselves  to  be  equal,  without  priority;  which  said 
bonds  are  proposed  to  be  secured  by  a  new  first  mortgage  on  the  property 
of  the  company,  in  pursuance  of  the  resolutions  of  said  meeting,  and  of 
the  meeting  of  the  directors  of  said  company,  on  the  eleventh  of  the 
same  April,  and  which  are  accepted  by  said  creditors  in  the  faith  that  the 
shareholders  and  all  creditors,  other  than  those  secured  by  said  first 
and  second  mortgages,  shall  comply  with  the  terms  of  said  resolutions, 
and  without  which  compliance  neither  said  original  debt  nor  the  decree 
therefor  are  to  be  extinguished,  nor  the  rate  per  centum  of  interest  to 
be  reduced,  but  are  to  continue  in  force  as  if  no  propositions  of  arrange¬ 
ment  had  been  made  or  accepted: 

Now,  therefore,  know  ye,  That  the  Steubenville  and  Indiana  Railroad 
Company,  a  corporation  created  by  the  laws  of  the  state  of  Ohio,  in 
consideration  of  the  premises,  and  of  the  sum  of  one  dollar,  to  it  in  hand 
paid  by  John  Edgar  Thomson,  of  Philadelphia,  Henry  M.  Alexander  and 
Jeremiah  Wilbur,  of  New  York,  trustees,  the  receipt  of  which  is  acknowl¬ 
edged,  as  well  as  of  divers  valuable  considerations  the  said  company 
thereunto  moving,  has  bargained  and  sold,  and  does  hereby  give,  grant, 
bargain,  sell,  assign,  transfer  and  convey  unto  the  said  John  Edgar  Thom¬ 
son,  Henry  M.  Alexander  and  Jeremiah  Wilbur,  as  such  trustees,  the 
survivors  or  survivor  of  them,  their  successors  and  assigns,  all  the  follow¬ 
ing,  the  present  and  in  future  to  be  acquired  property,  franchises,  rights 
and  credits  of  said  company,  that  is  to  say,  the  railroad  of  said  company, 
from  Steubenville  to  Newark,  in  Ohio,  and  in  those  towns,  the  right  of 
way,  the  lands  occupied  by  said  road,  and  appurtenant  thereto,  the  super¬ 
structure  and  tracks  thereon,  all  rails  and  other  materials  thereon  or  pro¬ 
cured  therefor,  including  all  bridges,  viaducts,  culverts,  fences,  depot 
grounds,  buildings  thereon,  engines,  tenders,  cars,  tools,  machinery, 
motive  or  fixed,  agreements,  contracts,  and  all  other  personal  property, 
right  thereto  or  interest  therein,  together  with  all  the  tolls,  rents  and 
income  to  be  levied  and  derived  therefrom,  and  all  franchises,  rights, 
estates  and  privileges  of  the  said  Steubenville  and  Indiana  Railroad  Com¬ 
pany,  of,  in  and  to  or  concerning  the  same.  But  nothing  herein  contained 
shall  be  construed  to  prevent  said  company  from  selling  or  pledging  any 
lands  or  other  property  not  necessary  to  be  retained  for  its  roadway, 
depots  or  stations,  or  required  for  the  convenient  use  and  working  of 
said  road,  nor  from  collecting  moneys  due  the  company,  provided  no 
default  shall  have  been  made  in  the  payment  of  the  principal  or  interest 


CORPORATE  HISTORY. 


289 


hereinafter  provided  for:  to  have  and  to  hold  the  said  Steubenville  and 
Indiana  Railroad,  with  all  the  estate,  rights,  franchises  and  property 
hereinbefore  enumerated  and  appurtenant  thereto,  unto  the  said  John 
Edgar  Thomson,  Henry  M.  Alexander  and  Jeremiah  Wilbur,  as  such 
trustees,  the  survivors  and  survivor  of  them,  their  successors  and  assigns, 
forever.  But  upon  trust,  nevertheless,  to  permit  and  allow  the  said  com¬ 
pany  to  use  and  enjoy  said  property  for  the  purposes  of  a  railway  so 
long  as  no  default  is  made  in  the  conditions  following;  that  is  to  say, 
that  said  company  shall  pay  to  the  holders,  respectively,  of  the  said 
three  thousand  bonds,  the  principal  thereof  on  the  first  day  of  January, 
1884,  at  the  office  of  the  company  in  the  city  of  New  York,  and  shall, 
in  the  meantime,  pay  to  the  holders  thereof  for  the  time  being  the  in¬ 
terest  on  said  bonds  semi-annually,  at  six  per  centum  also,  at  the  office 
of  the  said  company  in  the  city  of  New  York,  at  the  time  fixed  by  the 
interest  warrants  attached  to  said  bonds,  respectively;  and  upon  failure  to 
pay  the  interest  of  any  of  said  bonds  for  sixty  days  after  the  time  fixed 
for  payment,  the  holder  may  elect  that  the  principal  shall  become  due, 
and  upon  failure  to  pay  the  principal,  or  any  part  thereof,  or  any  of  the 
interest  on  any  of  the  said  bonds,  at  any  time  the  same  may  become  due 
thereon,  sixty  days  from  said  default,  at  the  request  of  any  holder,  the 
trustees  may,  and  at  the  demand  of  one-half  of  the  bondholders  shall, 
enter  upon  and  take  possession  of  all  or  any  part  of  said  premises,  and 
as  the  attorneys  in  fact  and  agents  of  said  company,  by  themselves  and 
agents  or  substitutes,  or  by  said  agents  and  substitutes,  duly  constituted 
by  them,  have,  use  and  employ  said  railway,  and  all  its  machinery  and 
property  of  every  description,  making,  from  time  to  time,  all  needful 
repairs,  alterations  and  additions,  and  apply  the  proceeds  thereof  to  the 
payment  of  the  principal  and  interest  of  all  of  said  bonds  remaining 
unpaid,  without  discrimination;  or,  at  the  request  of  the  holders  of  one- 
half  of  said  bonds  unpaid,  shall  cause  the  said  premises,  or  so  much 
thereof  as  shall  be  necessary  for  the  purpose,  to  be  sold  at  public  auction, 
in  the  city  of  New  York,  or  in  Steubenville,  Ohio,  giving  at  least  forty 
days’  notice  of  the  time,  place  and  terms  of  sale,  and  of  the  specified 
property  to  be  sold,  by  publishing  the  same  in  two  newspapers  in  New 
York,  one  newspaper  in  Cincinnati,  and  one  in  Steubenville,  and  wher¬ 
ever  else  may  be  required  by  law;  and  to  execute  and  deliver  to  the 
purchaser  or  purchasers,  or  their  assigns,  a  deed  of  conveyance  for  the 
same,  which  shall  be  a  bar  against  the  said  company,  its  successors  and 
assigns,  and  all  persons  claiming  under  them,  of  all  right,  interest  or 
claim  in  or  to  said  premises,  or  any  part  thereof;  and  said  trustees,  after 
deducting  from  the  proceeds  of  sale  all  the  costs  and  expenses  thereof,  and 
all  expenses  of  management,  including  compensation  to  themselves,  shall 
apply  so  much  of  said  proceeds  as  may  be  necessary  to  the  payment  of  the 
principal  and  interest  of  said  bonds,  and  for  distribution  pro  rata,  in  case 
the  proceeds  are  inadequate;  and  it  is  further  stipulated  with  the  trustees, 
survivors  and  survivor  of  them,  and  their  successors,  in  case  they  are 
required  to  take  possession  under  this  clause,  that  they  shall  only  be 
accountable  for  reasonable  diligence  in  the  management  thereof,  or  in 
the  performance  of  any  of  the  duties  imposed  by  this  grant,  and  shall 
19 


29O  PITTSBURGH,  CINCINNATI,  CHICAGQ  AND  ST.  LOUIS  RY.  CO. 

not  be  responsible  for  the  acts  of  any  substitutes  or  agents  employed 
by  them,  when  such  selection  and  appointment  was  made  in  the  exercise 
of  a  reasonable  discretion,  nor  shall  they  be  bound  to  act  under  this 
clause,  unless  means  for  expenses  are  provided,  or  they  be  indemnified 
against  liability;  and  upon  trust  further,  to  take  an  assignment  of  the 
decree  in  the  Court  of  Common  Pleas  of  Harrison  county,  Ohio,  in  favor 
of  the  holders  of  the  first  and  second  mortgage  bonds,  and  to  hold  said 
decree  against  the  company  as  further  assurance  for  the  bonds  issued 
hereunder,  with  power  to  enforce  the  same  by  a  sale,  but  this  power  is  not 
to  be  exercised  except  upon  request  of  the  holders  of  three-fourths  of 
the  bonds  issued  hereunder,  and  not  then  except  to  protect  the  crditors 
who  have  assented  to  the  plan  for  the  reorganization  of  the  company 
against  other  creditors  or  shareholders  who  may  not  have  accepted  the 
same.  And  upon  the  assent  of  all  the  creditors  and  shareholders  to  the 
plan  of  reorganization,  they  will  release  and  discharge  the  decree  so 
assigned  to  them,  on  payment  of  costs  by  the  company. 

And  upon  trust  further,  that  when  the  bonds  issued  under  this  instru¬ 
ment,  and  secured  thereby,  are  all  paid,  they  will,  at  the  company  s  cost, 
if  required,  execute  a  deed  of  release;  but  it  is  stipulated,  in  the  absence 
of  such  deed  or  request  therefor,  that  the  estate  hereby  granted  shall  de¬ 
termine,  and  all  the  said  premises,  and  property  of  every  kind  and  de¬ 
scription,  shall  revert  to  and  revest  in  said  company,  without  any  acknowl¬ 
edgment  of  satisfaction,  re-entry  or  other  act;  and  as  to  the  manner  of 
executing  said  trust,  it  is  directed  by  the  grantor  that,  in  the  event  of 
disagreement,  the  acts  of  two  shall  be  as  binding,  in  all  matters  and 
things  connected  with  the  premises,  as  if  all  united,  and  in  the  event  of 
the  death  or  incapacity  of  either,  that  the  survivors  and  survivor  shall 
have  full  powers,  without  supplying  the  vacancy  so  occasioned,  or  they 
may  agree  and  supply  the  vacancy  by  appointment,  or  failing  this,  they 
may  apply  to  any  court  of  competent  jurisdiction  in  Ohio  to  appoint  to 
the  vacancy,  or  the  holders  of  half  of  the  bonds  may  apply  to  such  court 
for  this  purpose,  and,  without  further  grant  or  conveyance,  the  person  or 
persons  so  appointed  shall  be  as  fully  vested  with  all  powers,  and  subject 
to  all  duties,  as  if  he  or  they  had  been  parties  to  this  deed  as  grantees; 
and  said  company  hereby  expressly  waives  all  benefit  or  advantage  of 
any  valuation,  appraisement  or  extension  laws  in  the  state  of  Ohio,  now 
or  in  the  future  to  be  passed,  whether  the  trustees  shall  proceed  to  sell 
under  the  exercise  of  the  power  granted  or  by  judicial  proceedings  in 
the  courts,  state  or  federal.  And  it  hereby  covenants  that,  at  any  time 
in  the  future,  it  will  execute  and  deliver  to  said  trustees,  the  survivors 
and  survivor  of  them,  and  their  successors,  any  deed  or  deeds  for  further 
assurance  which  may  be  necessary  to  protect  the  bondholders  hereunder 
in  the  secure  enjoyment  of  what  is  intended  by  this  instrument  to 
accomplish  a  first  lien  on  all  the  present  and  future  to  be  acquired  property 
of  said  company,  from  Steubenville  to  Newark,  and  in  those  places. 

In  testimony  whereof,  the  said  Steubenville  and  Indiana  Railroad 
Company  hath  caused  its  corporate  seal  to  be  hereunto  affixed,  attested 
by  its  secretary,  and  hath  caused  this  instrument  to  be  signed  on  its 
behalf  by  its  president,  this  fourteenth  day  of  April,  Anno  Domini  one 


CORPORATE  HISTORY. 


29I 


thousand  eight  hundred  and  sixty-four.  And  in  witness  of  their  accept¬ 
ance  of  this  trust,  the  grantees  hereunto  affix  their  hand  and  seals. 

(  *1,000  )  The  Steubenville  and  Indiana  Railroad  Company, 

j  canceled p' j  By  THOS.  L.  JEWETT,  President. 

Attest : 

J.  G.  MORRIS,  Secretary. 

Signed,  sealed  and  delivered  by  the  grantor  in  presence  of 
S.  F.  SCULL, 

H.  W.  WYNKOOP. 

J.  EDGAR  THOMSON,  [seal] 

Signed  and  sealed  by  John  Edgar  Thomson  in  presence  of 
HERMAN  HERABOUT, 

EDW.  SHIPPEN. 

H.  M.  ALEXANDER.  [seal] 
JEREMIAH  WILBUR,  [seal] 

Signed  and  sealed  by  Henry  M.  Alexander  and  Jeremiah  Wilbur  in 
presence  of 

HENRY  W.  TAYLOR, 

EDWIN  F.  CURRY. 

Acknowledged  by  Thomas  L.  Jewett  before  M.  O.  Junkin,  mayor  of 
Steubenvile,  O.,  April  21,  1864;  by  J.  Edgar  Thomson  before  Edw. 
Shippen,  commissioner  for  Ohio  in  Pennsylvania,  April  16,  1864;  and 
by  Henry  M.  Alexander  and  Jeremiah  Wilbur  before  Edwin  F.  Curry, 
commissioner  for  Ohio  in  New  York. 

Recorded,  Jefferson  county,  Ohio,  April  21,  1864,  in  Mortgage  Book 
No.  8,  pages  104  to  107,  inclusive;  Harrison  county,  April  22,  1864,  Mort¬ 
gage  Record  C,  page  219;  Tuscarawas  county,  April  23,  1864,  Mortgage 
Record  7,  page  324;  Coshocton  county,  April  25,  1864,  Mortgage  Record 
5,  page  507;  Licking  county,  April  26,  1864,  Mortgage  Record  13,  page  4; 
Muskingum  county,  May  11,  1864,  Mortgage  Record  29,  page  100. 

FORM  OF  BOND  SECURED  BY  FOREGOING  MORTGAGE. 

Secured  by  mortgage.  Loan  of  $3,000,000. 

United  States  of  America. 

Series  —  No.  —  State  of  Ohio.  $1000. 

First  mortgage  bond. 

Steubenville  and  Indiana  Railroad  Company. 

Know  all  men  by  these  presents,  That  the  Steubenville  and  Indiana 
Railroad  Company  acknowledges  itself  indebted,  for  value  received,  in 
the  sum  of  one'  thousand  dollars  to  J.  Edgar  Thomson,  Henry  M.  Alex¬ 
ander  and  Jeremiah  Wilbur,  or  bearer,  which  sum  the  said  company 
promises  to  pay  to  J.  Edgar  Thomson,  Henry  M.  Alexander  and  Jeremiah 
Wilbur,  or  bearer,  at  the  office  of  the  said  company  on  the  first  day  of 
January,  A.  D.  1884,  and  also  interest  thereon,  at  the  rate  of  six  per 
cent,  per  annum,  semi-annually,  on  the  first  days  of  October,  1864,  and 


292  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

$ 

April,  1865,  and  on  the  same  days  in  each  and  every  year  ensuing,  on 
the  presentation  of  the  proper  coupon  at  the  office  of  the  said  Steuben¬ 
ville  and  Indiana  Railroad  Company,  in  the  city  of  New  York,  until 
the  said  principal  sum  shall  be  due. 

This  bond  is  issued  upon  the  security  of  a  mortgage  upon  the  railroad 
of  said  company,  its  entire  property,  franchises,  privileges  and  appur¬ 
tenances,  from  Steubenville  to  Newark,  as  specified  in  said  indenture 
under  date  of  January  1st,  A.  D.  1864. 

Witness  the  corporate  seal  of  the  said  company,  attested  by  the  presi¬ 
dent  and  secretary  at  Steubenville,  this  first  day  of  January,  A.  D.  1864. 

THOS.  L.  JEWETT,  President. 

J.  C.  MORRIS,  Secretary. 

(Across  face  of  bond.) 

Registered  Bond  No.  - . 

Pursuant  to  an  agreement  between  the  owner  of  this  bond  and  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,  successors  of 
the  Steubenville  and  Indiana  Railroad  Company,  the  time  for  the  pay¬ 
ment  of  the  principal  hereof  is  extended  to  January  1st,  1914;  interest 
hereon  to  be  at  the  rate  of  five  per  cent,  per  annum,  payable  semi-annu¬ 
ally  on  July  1st  and  January  1st  each  year  from  and  after  January  1st, 
1884,  the  interest  to  the  last  named  date  being  paid.  The  principal  and 
interest  on  this  bond,  so  extended,  to  be  paid  only  to  the  registered 
owner  or  to  the  legal  representative  of  such  owner,  and  all  rights  under 
the  mortgage  securing  this  bond  to  remain  as  therein  expressed,  save 
as  modified  by  this  agreement. 

Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company, 

By  JNO.  E.  DAVIDSON,  Treasurer. 

January  1st,  1884. 

(Trustees’  Certificate.) 

This  bond  is  one  of  those  authorized  to  be  issued  by  the  Steubenville 
and  Indiana  Railroad  Company,  and  is  protected  by  first  mortgage  issued 
by  said  railroad  company  for  the  amount  of  $3,000,000  to  J.  Edgar  Thom¬ 
son,  H.  M.  Alexander  and  Jeremiah  Wilbur,  trustees,  which  mortgage 
has  been  duly  executed,  delivered  and  recorded. 

(Signed)  J.  EDGAR  THOMSON, 

H.  M.  ALEXANDER, 

J.  WILBUR, 

Trustees. 

REORGANIZED  SECOND  MORTGAGE. 

Steubenville  and  Indiana  Railroad  Company  to  J.  Edgar  Thomson, 
H.  M.  Alexander  and  Jeremiah  Wilbur,  Trustees. 

Dated  April  19,  1864. 

Securing  $1,500,000  bonds  of  $1000  each,  dated  April  1,  1864,  payable 
April  1,  1894,  bearing  6  per  cent,  interest. 

To  all  to  whom  these  presents  shall  come,  greeting: 

Whereas,  The  Steubenville  and  Indiana  Railroad  Company  is  indebted 
to  divers  persons  and  corporations,  the  holders  of.  its  third  mortgage 


CORPORATE  HISTORY. 


293 


bonds,  its  income  bonds,  and  its  other  liabilities,  called  the  floating  debt, 
in  a  large  sum  of  money,  not  yet  ascertained,  but  which,  in  a  proceeding 
in  the  Court  of  Common  Pleas  of  Harrison  county,  Ohio,  is  now  referred 
to  a  master  commissioner  for  ascertainment,  a  large  proportion  of  which 
debt  bears  interest  at  the  rate  of  seven  per  centum  per  annum; 

And  whereas,  A  large  number  of  said  creditors  have  agreed  to  accept 
propositions  made  by  said  company  for  the  surrender  of  all  the  interest 
on  said  debt,  the  extension  of  time  for  payment  of  principal  to  the  first 
of  April,  1894,  the  reduction  of  the  rate  of  interest  in  the  future  to  six 
per  centum  upon  certain  conditions  expressed  in  the  resolutions  of  the 
shareholders  of  said  company,  in  a  meeting  held  at  Steubenville,  on  the 
ninth  day  of  April,  1864; 

And  whereas,  For  the  convenience  of  said  company,  new  evidences  of 
debt  are  proposed  to  be  given,  to  be  known  as  the  “  second  mortgage  ” 
bonds,  to  be  issued  in  twelve  series,  designated  by  letters  from  “  A  ”  to 
“  L,”  inclusive,  each  series  to  comprise  one  hundred  and  twenty-five 
bonds,  numbered  from  one  to  one  hundred  and  twenty-five,  inclusive, 
each  to  be  for  one  thousand  dollars  ($1000),  all  to  be  dated  op  the  first 
day  of  April,  1864,  and  to  bear  interest  at  six  per  centum  from  that  day, 
and  between  themselves  to  be  equal,  without  priority,  which  said  bonds 
are  proposed  to  be  secured  by  a  new  second  mortgage  on  the  property 
of  the  company,  in  pursuance  of  the  resolutions  of  said  meeting,  and  of 
the  meeting  of  the  directors  of  said  company,  on  the  eleventh  of  the 
same  April,  and  which  are  accepted  by  the  creditors  receiving  securities 
under  this  mortgage,  in  the  faith  that  shareholders  and  the  other  creditors, 
except  the  holders  of  the  first  and  second  bonds  originally  issued  by  said 
company,  shall  comply  with  the  terms  of  said  resolution,  and  without 
which  compliance  neither  said  original  debts,  nor  the  decree  which  may 
be  rendered  for  its  payment,  are  to  be  extinguished,  nor  the  rate  per 
centum  to  be  reduced,  but  they  are  to  continue  in  force  as  if  no  proposi¬ 
tions  for  arrangements  had  been  made  by  the  company  nor  accepted  by 
the  creditors,  and,  notwithstanding  the  acceptance  of  said  new  bonds, 
it  shall  be  competent  for  the  creditors  to  proceed  in  said  reference  to 
ascertain  the  amount  of  their  claims  against  said  company,  and  the  rate 
of  interest  to  which  they  are  by  law  severally  entitled,  without  any  abate¬ 
ment;  and  the  acceptance  of  said  new  securities  shall  operate  and  inure 
to  transfer  to  the  trustees  hereinafter  named  the  sums  so  ascertained 
to  be  due  to  creditors,  to  be  held  by  them  for  the  purpose  of  securing 
the  compliance  of  all  parties  to  said  plan  of  adjustment,  and  for  the 
purpose  of  equitably  protecting  those  who  have  made  concessions  against 
others  who  may  refuse  to  make  the  same.  And  this  instrument  is  exe¬ 
cuted  by  the  company,  and  accepted  by  the  trustees,  and  by  the  parties 
receiving  bonds  under  the  same,  with  the  agreement  and  understanding 
that  it  is  postponed,  and  subject,  legally  and  equitably,  to  the  company’s 
new  first  mortgage  for  three  millions  of  dollars,  to  the  same  trustees, 
upon  the  same  property.  That  the  principal  sum  herein  secured  shall 
not  become  due  upon  failure  to  pay  any  installment  of  interest,  nor  unless 
the  funds  shall  be  willfully  misapplied  by  said  company,  shall  it  be  lawful 
for  the  trustees  or  bondholders  hereunder  to  foreclose  this  mortgage 


294  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

before  the  falling  due  of  the  first  mortgage,  without  the  holders  of  a 
majority  of  the  first  mortgage  bonds  shall  consent  thereto. 

Now,  therefore,  know  ye,  That,  subject  to  the  foregoing  limitations, 
the  Steubenville  and  Indiana  Railroad  Company,  a  corporation  created 
by  the  laws  of  the  state  of  Ohio,  in  consideration  of  the  premises,  and 
of  the  sum  of  one  dollar,  to  it  in  hand  paid  by  John  Edgar  Thomson, 
of  Philadelphia,  and  Henry  M.  Alexander  and  Jeremiah  Wilbur,  of 
New  York,  trustees,  the  receipt  of  which  is  acknowledged,  as  well  as  of 
divers  valuable  considerations  the  said  company  thereunto  moving, 
has  bargained  and  sold,  and  does  hereby  give,  grant,  bargain,  sell,  assign, 
transfer  and  convey  unto  the  said  John  Edgar  Thomson,  Henry  M. 
Alexander  and  Jeremiah  Wilbur,  as  such  trustees,  the  survivors  or  sur¬ 
vivor  of  them,  their  successors  and  assigns,  all  the  following,  the  present 
and  in  future  to  be  acquired  property,  franchises,  rights  and  credits  of 
said  company;  that  is  to  say,  the  railroad  of  said  company,  from  Steuben¬ 
ville  to  Newark,  in  Ohio,  and  in  those  towns,  the  right  of  way,  the  lands 
occupied  by  said  road  and  appurtenant  thereto,  the  superstructure  and 
tracks  thereon,  all  rails  and  other  materials  thereon  or  procured  therefor, 
including  all  bridges,  viaducts,  culverts,  fences,  depot  grounds  and 
buildings  thereon,  engines,  tenders,  cars,  tools,  machinery,  motive  or 
fixed,  agreements,  contracts,  and  all  other  personal  property,  right  thereto 
or  interest  therein,  together  with  all  the  tolls,  rents  and  income  to  be 
levied  and  derived  therefrom,  and  all  franchises,  rights,  estates  and  privi¬ 
leges  of  the  said  Steubenville  and  Indiana  Railroad  Company,  of,  in  and 
to  or  concerning  the  same. 

But  nothing  herein  contained  shall  be  construed  to  prevent  said  com¬ 
pany  from  selling  or  pledging  any  lands,  or  other  property,  not  necessary 
to  be  retained  for  its  roadway,  depots  or  stations,  or  required  for  the  con¬ 
venient  use  and  working  of  said  road,  nor  from  collecting  moneys  due  the 
company,  provided  no  default  shall  have  been  made  in  the  payment  of 
the  principal  or  interest  hereinafter  provided  for:  To  have  and  to  hold 
the  said  Steubenville  and  Indiana  Railroad,  with  all  the  estate,  rights, 
franchises  and  property  hereinbefore  enumerated,  and  property  appur¬ 
tenant  thereto,  unto  the  said  John  Edgar  Thomson,  Henry  M.  Alexander 
and  Jeremiah  Wilbur,  as  such  trustees,  the  survivors  and  survivor  of 
them,  their  successors  and  assigns,  forever.  But  upon  trust,  nevertheless, 
to  permit  and  allow  the  said  company  to  use  and  enjoy  said  property  for 
the  purpose  of  a  railway  so  long  as  no  default  is  made  in  the  conditions 
following;  that  is  to  say,  that  said  company  shall  pay  to  the  holders, 
respectively,  of  the  said  fifteen  hundred  bonds,  on  the  first  day  of  April, 
1894,  the  principal  thereof,  at  the  office  of  the  company,  in  the  city  of 
New  York,  and  shall,  in  the  meantime,  pay  to  the  holders  for  the  time 
being  the  interest  on  said  bonds  semi-annually,  at  six  per  centum  also,  at 
the  office  of  said  company  in  the  city  of  New  York,  at  the  time  fixed  by 
the  interest  warrants  attached  to  said  bonds,  respectively;  and  upon 
failure  to  pay  the  principal,  or  any  part  thereof,  of  any  of  the  said  bonds 
at  the  time  the  same  may  become  due,  then,  on  sixty  days  from  said  de¬ 
fault,  at  the  request  of  any  holder,  the  trustees  may,  and  at  the  demand 
of  one-half  the  bondholders  shall,  enter  upon  and  take  possession  of  all 


CORPORATE  HISTORY. 


295 


or  any  part  of  said  premises,  and  as  the  attorney  in  fact  and  agents  of 
said  company,  by  themselves  and  agents  or  substitutes,  or  by  said  agents 
and  substitutes,  duly  constituted  by  them,  have,  use  and  employ  said 
railway,  and  all  its  machinery  and  property  of  every  description,  makjng, 
from  time  to  time,  all  needful  repairs,  alterations  and  additions,  and  apply 
the  proceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all 
said  bonds  remaining  unpaid,  without  discrimination;  or,  at  the  request 
of  the  holders  of  one-half  of  said  bonds  unpaid,  shall  cause  the  said  prem¬ 
ises,  or  so  much  thereof  as  shall  be  necessary  for  the  purpose,  to  be  sold 
at  public  auction,  in  the  city  of  New  York,  or  in  Steubenville,  Ohio, 
giving  at  least  forty  days’  notice  of  the  time,  place  and  terms  of  sale,  and 
of  the  specified  property  to  be  sold,  by  publishing  the  same  in  two  news¬ 
papers  in  New  York,  one  newspaper  in  Cincinnati,  and  one  in  Steuben¬ 
ville,  and  wherever  else  may  be  required  by  law;  and  to  execute  and 
deliver  to  the  purchaser  or  purchasers,  or  their  assigns,  a  deed  of  con¬ 
veyance  for  the  same,  which  shall  be  a  bar  against  the  said  company, 
its  successors  and  assigns,  and  all  persons  claiming  under  them,  of  all 
right,  interest  or  claim  in  or  to  said  premises,  or  any  part  thereof;  and 
said  trustees,  after  deducting  from  the  proceeds  of  sale  all  costs  and 
expenses  thereof,  and  expenses  of  management,  including  compensation 
to  themselves,  shall  apply  so  much  of  said  proceeds  as  may  be  necessary 
to  the  payment  of  the  principal  and  interest  of  said  bonds,  and  for  dis¬ 
tribution  pro  rata,  in  case  the  proceeds  are  inadequate.  And  it  is  further 
stipulated  with  the  trustees,  survivors  and  survivor  of  them,  and  their 
successors,  in  case  they  are  required  to  take  possession  under  this  clause, 
that  they  shall  only  be  accountable  for  reasonable  diligence  in  the  man¬ 
agement  thereof,  or  in  the  performance  of  any  of  the  duties  imposed  by 
this  grant,  and  shall  not  be  responsible  for  the  act  of  any  substitute  or 
agents  employed  by  them,  when  such  selection  and  appointment  was 
made  in  the  exercise  of  a  reasonable  discretion,  nor  shall  they  be  bound 
to  act  under  this  clause  unless  means  for  expenses  are  provided,  or  they 
be  indemnified  against  liability;  and  upon  trust  further,  to  take  an  assign¬ 
ment  of  the  decree  to  be  rendered  in  the  Court  of  Common  Pleas  of 
Harrison  county,  Ohio,  in  favor  of  the  stockholders,  of  the  securities  of 
said  company,  other  than  the  first  and  second  mortgage  bonds,  and  to 
hold  said  decree  against  the  company  as  further  assurance  for  the  bonds 
issued  hereunder,  to  protect  the  creditors  who  have  assented  to  the  plan 
for  the  reorganization  of  the  company  against  other  creditors  or  share¬ 
holders  who  may  not  have  accepted  the  same;  and  upon  the  assent  of  all 
creditors  and  shareholders  to  the  plan  of  reorganization,  they  will  release 
and  discharge  the  decree  so  assigned  to  them,  on  payment  of  costs  by 
the  company.  And  upon  trust  further,  that  when  the  bonds  issued  under 
this  instrument,  and  secured  thereby,  are  ail  paid,  they  will,  at  the  com¬ 
pany’s  cost,  if  required,  execute  a  deed  of  release;  but  it  is  stipulated,  in 
the  absence  of  such  deed  or  request  therefor,  that  the  estate  hereby 
granted  shall  determine,  and  all  the  said  premises,  and  property  of  every 
kind  and  description,  shall  revert  to  and  revest  in  said  company,  without 
any  acknowledgment  of  satisfaction,  re-entry  or  other  act;  and  as  to  the 
manner  of  executing  said  trust,  it  is  directed  by  the  grantor  that,  in  the 


296  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


event  of  disagreement,  the  acts  of  two  shall  be  as  binding,  in  all  matters 
and  things  connected  with  the  premises,  as  if  all  united,  and  in  the  event 
of  the  death  or  incapacity  of  either,  that  the  survivors  or  survivor  shall 
have  full  powers,  without  supplying  the  vacancy  so  occasioned,  or  they 
may  agree  and  supply  the  vacancy  by  appointment,  or  failing  this,  they 
may  apply  to  any  court  of  competent  jurisdiction  in  Ohio  to  appoint  to 
the  vacancy,  or  the  holders  of  half  of  the  bonds  may  apply  to  such  court 
for  this  purpose,  and,  without  further  grant  or  conveyance,  the  person  or 
persons  so  appointed  shall  be  as  fully  vested  with  all  powers,  and  subject 
to  all  duties,  as  if  he  or  they  had  been  parties  to  this  deed  as  grantees. 
And  said  company  hereby  expressly  waives  all  benefit  or  advantage  of 
any  valuation,  appraisement  or  extension  laws  in  the  state  of  Ohio,  now  or 
in  the  future  to  be  passed,  whether  the  trustees  shall  proceed  to  sell  under 
the  exercise  of  the  powers  granted  or  by  judicial  proceedings  in  the 
courts,  state  or  federal,  and  hereby  covenant  that,  at  any  time  in  the 
future,  it  will  execute  and  deliver  to  said  trustees,  the  survivors  and 
survivor  of  them,  and  their  successors,  any  deed  or  deeds  for  further 
assurance  which  may  be  necessary  to  protect  the  bondholders  hereunder 
in  the  secure  enjoyment  of  what  is  intended  by  this  instrument  to  accomp¬ 
lish  a  second  lien  on  all  the  present  and  future  to  be  acquired  property 
of  the  said  company,  from  Steubenville  to  Newark,  and  in  those  places. 

In  testimony  whereof,  the  said  Steubenville  and  Indiana  Railroad 
Company  hath  caused  its  corporate  seal  to  be  hereunto  affixed,  attested 
by  its  secretary,  and  hath  caused  this  instrument  to  be  signed  in  its  behalf 
by  its  president,  this  the  nineteenth  day  of  April,  A.  D.  one  thousand 
eight  hundred  and  sixty-four;  and  in  witness  of  their  acceptance  of  the 
trust,  the  grantees  hereunto  affix  their  hands  and  seals. 


i  $1,000 
<  Rev.  Stamp, 
(  canceled. 


SEAL 

S.  &  I. 
R.  R  Co. 


The  Steubenville  and  Indiana  Railroad  Company, 

By  THOS.  L.  JEWETT,  President. 

Attest: 

J.  G.  MORRIS,  Secretary. 


Signed,  sealed  and  delivered  by  the  grantor  in  presence  of  us, 

JOSEPH  MEANS, 

S.  F.  SCULL, 

H.  W.  WYNKOOP. 

J.  EDGAR  THOMSON,  [seal] 
Signed  and  sealed  by  John  Edgar  Thomson  in  presence  of  us, 

EDWIN  J.  SMITH, 

WILLIAM  LEWIS. 

H.  M.  ALEXANDER  [seal] 

JEREMIAH  WILBUR,  [seal] 

Signed  and  sealed  by  Henry  M.  Alexander  and  Jeremiah  Wilbur  in 
presence  of  us, 

HENRY  W.  TAYLOR, 

EDWIN  F.  CURRY,  Jr. 


CORPORATE  HISTORY. 


297 


Acknowledged  by  Thomas  L.  Jewett  before  M.  O.  Junkin,  mayor  of 
Steubenville,  April  25,  1864. 

Acknowledged  by  J.  Edgar  Thomson  in  Philadelphia,  before  Charles 
Sergeant,  commissioner  for  Ohio,  April  22,  1864. 

Acknowledged  by  Henry  M.  Alexander  and  Jeremiah  Wilbur  before 
Edwin  F.  Curry,  Jr.,  commissioner  for  Ohio  in  New  York,  April  19,  1864. 

Recorded  in  Jefferson  county,  Ohio,  April  25,  1864,  in  Record  of  Mort- 

# 

gages  Book  No.  8,  pages  111  to  114,  inclusive.  Also  recorded  in  Coshoc¬ 
ton,  Licking,  Harrison,  Tuscarawas  and  Muskingum  counties. 

SATISFACTION  OF  MORTGAGE. 

The  bonds  secured  by  the  within  mortgage  of  the  Steubenville  and 
Indiana  Railroad  Company  to  J.  Edgar  Thomson,  Jeremiah  Wilbur  and 
Henry  M.  Alexander,  trustees,  dated  April  19,  1864,  having  been  fully 
paid,  the  said  mortgage  is  hereby  cancelled,  satisfied  and  discharged. 

H.  M.  ALEXANDER,  Surviving  Trustee. 

Dated  August  24,  1880. 

Witness:  JOHN  J.  McCOOK. 

Cancelled  on  the  Mortgage  Records  of  Jefferson  and  Harrison  counties, 
December  18,  1880;  Licking,  Muskingum  and  Coshocton  counties, 

December  20,  1880;  Tuscarawas  county,  December  21,  1880. 

MORTGAGE. 

Steubenville  and  Indiana  Railroad  Company  to  J.  Edgar  Thomson, 

Trustee. 

Dated  August  31,  1864. 

Securing  $775,000  of  bonds  of  $1000  each,  dated  September  1,  1864,  payable 
January  1,  1890,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  31st  day  of  August,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  sixty-four,  between  the  Steubenville  and 
Indiana  Railroad  Company,  a  corporation  duly  incorporated  under  the 
laws  of  the  state  of  Ohio,  of  the  first  part,  and  John  Edgar  Thomson,  of 
the  city  of  Philadelphia,  in  the  state  of  Pennsylvania,  gentleman,  of 
the  second  part: 

Whereas,  At  a  meeting  of  the  stockholders  of  the  party  of  the  first 
part,  held  at  Steubenville,  on  the  9th  day  of  April,  Anno  Domini  one 
thousand  eight  hundred  and  sixty-four,  the  directors  of  the  party  of  the 
first  part  were  authorized  and  requested  to  make  the  purchase  of  an  un¬ 
divided  half  of  so  much  of  the  road  of  the  Central  Ohio  Railroad  Com¬ 
pany  as  is  common  to  the  route  and  charters  of  both  of  said  companies, 
and  for  the  purpose  of  paying  the  purchase  money  as  soon  as  said  sale 
should  be  confirmed  by  the  Circuit  Court  of  the  United  States  for  the 
District  of  Ohio,  the  said  directors  were  authorized  to  issue  bonds,  not 
exceeding  the  sum  of  seven  hundred  and  seventy-five  thousand  dollars, 
and  to  secure  the  same  by  a  mortgage  of  the  property  so  bought,  and 
also  of  the  other  property  of  the  said  party  of  the  first  part  hereto, 


298  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

but  as  to  the  latter,  subject  to  the  two  mortgages  hereinafter  mentioned; 
and  the  said  directors  were  also  authorized  to  deliver  said  bonds  to 
the  said  Central  Ohio  Railroad  Company  in  payment  of  said  premises, 
or  to  sell  the  same  and  apply  the  proceeds,  or  to  hypothecate  the  same 
for  the  money  so  to  be  used  in  payment; 

And  whereas,  The  contract  entered  into  on  the  14th  day  of  March,  one 
thousand  eight  hundred  and  sixty-four,  between  the  Central  Ohio  Rail¬ 
road  Company  and  the  party  of  the  first  part  hereto,  for  the  sale  to  the 
latter  of  the  undivided  half  of  the  road  above  referred  to,  was  approved 
by  the  board  of  directors  of  the  party  of  the  first  part,  at  a  meeting  of 
said  board,  held  on  the  eleventh  day  of  April,  Anno  Domini  one  thou¬ 
sand  eight  hundred  and  sixty-four,  and  the  president  of  the  party  of  the 
first  part,  upon  the  confirmation  of  the  sale  by  the  Circuit  Court  of  the 
United  States  aforesaid,  was  authorized  to  complete  the  same  as  directed 
by  the  meeting  of  stockholders,  above  recited; 

And  whereas,  The  said  sale  was  duly  confirmed  by  the  said  court,  at 
the  June  term  of  the  said  court,  and  the  said  undivided  half  of  said  road, 
and  the  appurtenances,  have,  by  indenture,  bearing  even  date  herewith, 
and  executed  and  delivered  immediately  before  the  execution  and  delivery 
hereof,  been  duly  conveyed  to  the  party  of  the  first  part  hereto; 

And  whereas,  In  pursuance  of  the  authority  aforesaid,  and  of  all  and 
every  other  power  and  authority  in.  them  in  anywise  vested,  and  for  the 
purpose  above  referred  to  and  authorized,  the  party  of  the  first  part  are 
about  to  make  and  execute,  under  their  corporate  seal,  seven  hundred 
and  seventy-five  bonds,  for  one  thousand  dollars  each,  to  be  numbered 
consecutively,  beginning  with  number  one  and  ending  with  number 
seven  hundred  and  seventy-five,  the  same  to  be  issued  and  delivered  for 
the  purpose  aforesaid;  the  said  bonds  to  be  issued  to  be  of  the  form  and 
effect  following,  viz.: 

No.  State  of  Ohio.  $1000. 

The  Steubenville  and  Indiana  Railroad  Company. 

Bonds  issued  for  seven  hundred  and  seventy-five  thousand  dollars. 

Secured  by  a  mortgage. 

The  Steubenville  and  Indiana  Railroad  Company  acknowledge  them¬ 
selves  to  be  indebted  to  J.  Edgar  Thomson,  or  bearer,  in  the  sum  of.  one 
thousand  dollars,  lawful  money  of  the  United  States,  which  sum  they 
promise  to  pay,  at  the  office  of  the  Pennsylvania  Railroad  Company,  in 
the  city  of  Philadelphia,  to  said  J.  Edgar  Thomson,  or  bearer,  on  the 
1st  day  of  January,  one  thousand  eight  hundred  and  ninety,  with  interest 
at  the  rate  of  seven  per  centum  per  annum,  payable  semi-annually,  at 
the  office  of  the  said  Pennsylvania  Railroad  Company,  in  the  city  of 
Philadelphia,  on  the  1st  day  of  July  and  January  in  each  year,  on  de¬ 
livery  of  the  annexed  interest  warrants  or  coupons  therefor,  respectively. 
The  holder  of  this  bond  is  entitled  to  the  security  derived  from  a  mort¬ 
gage,  by  said  Steubenville  and  Indiana  Railroad  Company,  dated  on  the 
31st  day  of  August,  Anno  Domini  one  thousand  eight  hundred  and  sixty- 
four  (and  duly  recorded),  to  J.  Edgar  Thomson,  Esq.,  in  trust,  as  therein 
mentioned,  and  will  also  be  entitled  to  the  benefit  of  a  special  sinking 
fund  as  therein  set  forth. 


CORPORATE  HISTORY. 


299 


In  witness  whereof,  the  said  company  have  caused  these  presents  to 
be  sealed  with  the  corporate  seal,  duly  attested  by  their  secretary,  and  to 
be  signed  by  their  president,  at  Steubenville,  Ohio,  this  1st  day  of  Septem¬ 
ber,  Anno  Domini  one  thousand  eight  hundred  and  sixty-four. 

, - s  THOS.  L.  JEWETT,  President. 

/  _SEAL  \  Attest: 

f  Co.  J  J-  G.  MORRIS,  Secretary. 

And  each  of  said  bonds  shall  be  further  authenticated  by  a  certificate 
endorsed  thereon,  signed  by  the  party  of  the  second  part  hereto,  in  the 
words  following,  to  wit: 

“  I,  J.  Edgar  Thomson,  the  trustee  under  the  within  mentioned  mort¬ 
gage,  do  hereby  certify  that  the  within  bond  is  one  of  the  bonds  intended 
to  be  secured  by  the  mortgage  therein  mentioned. 

[Signed,]  J.  EDGAR  THOMSON.” 

Philadelphia,  September  1,  1864. 

Now,  this  indenture  witnesseth,  That  the  said  party  of  the  first  part,  as 
well  in  consideration  of  the  premises,  and  for  the  better  securing  payment 
of  the  said  bonds,  with  the  interest  which  will  accrue  thereon,  as  of  the 
sum  of  one  dollar,  lawful  money  of  the  United  States  of  America,  unto 
them  well  and  truly  paid  by  the  said  J.  Edgar  Thomson,  at  the  time  of 
the  execution  hereof,  the  receipt  whereof  is  hereby  acknowledged,  have 
granted,  bargained,  sold,  aliened,  enfeoffed,  released  and  confirmed, 
assigned,  transferred  and  set  over,  and  by  these  presents,  in  pursuance 
and  execution  of  all  and  every  power  and  authority  in  them  in  anywise 
vested  and  in  this  behalf  enabling,  do  grant,  bargain,  sell,  alien,  enfeoff, 
release  and  confirm,  assign,  transfer  and  set  over  unto  the  said  J.  Edgar 
Thomson,  his  heirs,  executors,  administrators  and  assigns,  the  whole  of 
the  railroad  of  the  party  of  the  first  part,  in  the  state  of  Ohio,  beginning 
at  Steubenville  and  ending  at  its  point  of  connection  at  Newark  with  the 
railroad  of  the  Central  Ohio  Railroad  Company;  and  also  all  the  one  full, 
equal  and  undivided  moiety  or  half  part,  purchased,  as  above  recited, 
from  the  Central  Ohio  Railroad  Company,  of  all  that  railroad,  begin¬ 
ning  at  the  point  of  connection  at  Newark  of  the  railroad  of  the  party 
of  the  first  part  with  the  railroad  of  the  CentraP  Ohio  Railroad  Company, 
and  ending  at  Columbus,  at  its  point  of  connection  with  the  Xenia  and 
Columbus  Railroad,  being  the  western  terminus  of  the  Central  Ohio 
Railroad;  and  also  all  the  lands,  rails,  bridges,  wharves,  fences,  rights 
of  way,  depots,  depot  grounds,  machine  shops,  stations,  side  tracks, 
works,  masonry  and  other  superstructure,  real  estate,  buildings  and  im¬ 
provements  whatsoever,  and  all  other  property,  of  every  kind  >and  de¬ 
scription,  to  the  said  railroad,  from  Steubenville  to  Newark,  and  to  the 
undivided  half  of  said  railroad  from  Newark  to  Columbus,  respectively, 
belonging  or  appurtenant,  including  all  property,  of  every  kind  and 
description,  lying  and  being  in  Steubenville,  and  in  Newark  and  in 
Columbus  as  aforesaid,  and  between  the  said  respective  points  as  afore¬ 
said;  and  also  all  the  estate  and  interest  of  the  party  of  the  first  part  in 
and  to  all  the  lands,  railways,  rails,  bridges,  wharves,  fences,  rights  of 


300  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


way,  depots,  depot  grounds,  machine  shops,  stations,  side  tracks,  works, 
masonry,  and  other  superstructure,  real  estate,  buildings  and  improve¬ 
ments  whatsoever,  and  all  other  property,  of  every  kind  and  description, 
hereafter  to  be  acquired  for  or  appurtenant  to  the  said  railroad  from 
Steubenville  to  Newark,  and  from  Newark  to  Columbus,  as  aforesaid, 
including  their  estate  and  interest  in  the  second  track  hereafter  men¬ 
tioned;  together  with  all  the  corporate  rights  and  franchises,  privileges 
and  immunities  of  the  party  of  the  first  part,  and  together  with  all  the 
streets,  roads,  ways,  waters,  water  courses,  easements,  rights,  liberties, 
hereditaments  and  appurtenances,  unto  any  of  the  hereby  granted  and 
mentioned  premises  and  estate  belonging  and  appertaining,  or  to  be¬ 
long  and  appertain,  and  the  reversions  and  remainders,  rents,  issues  and 
profits  thereof,  and  all  the  estate,  right,  title,  interest,  property,  claim 
and  demand,  of  every  nature  and  kind  whatsoever,  of  the  party  of  the 
first  part,  as  well  at  law  as  in  equity,  of,  in  and  to  the  same  and  every 
part  and  parcel  thereof,  excepting  and  reserving  from  this  mortgage 
the  locomotives  or  rolling  stock  now  owned  or  hereafter  to  be  acquired 
by  the  party  of  the  first  part: 

To  have  and  to  hold  the  same,  with  the  appurtenances,  unto  the  party 
of  the  second  part  hereto,  and  to  his  heirs,  executors,  administrators  and 
assigns,  to  and  for  his  and  their  only  use  and  behoof.  This  mortgage 
being  a  first  incumbrance,  as  respects  the  said  undivided  half  of  said 
railroad  from  Newark  to  Columbus,  as  above  mentioned,  and  the  prop¬ 
erty  and  franchises  thereof,  but  as  respects  the  said  railroad  from  Steu¬ 
benville  to  Newark,  this  mortgage  is  subject  to  two  certain  mortgages, 
respectively  executed  by  the  party  of  the  first  part  to  J.  Edgar  Thomson, 
Henry  M.  Alexander  and  Jeremiah  Wilbur,  in  trust,  as  in  said  mort¬ 
gages  respectively  mentioned;  the  first  of  said  two  mortgages  being  given 
to  secure  payment  of  the  sum  of  three  million  dollars,  with  the  interest 
as  therein  mentioned,  and  the  other  or  second  mortgage  being  given  to 
secure  the  payment  of  the  sum  of  fifteen  hundred  thousand  dollars,  with 
interest  as  therein  mentioned,  and  which  said  mortgages  are,  respectively, 
dated  the  14th  day  and  the  19th  day  of  April,  A.  D.  1864,  and  are  duly 
recorded. 

But  this  mortgage,  made  in  trust,  nevertheless,  for  the  use,  benefit  and 
security,  as  hereinafter  mentioned,  of  the  several  persons,  their  respective 
successors,  executors,  administrators  and  assigns,  who  shall  be  or  become 
the  holders  of  the  said  bonds  about  to  be  issued,  and  intended  to  be 
hereby  secured,  or  any  of  them,  according  to  law,  and  without  priority  to 
any  holder  of  any  such  bond  or  bonds;  subject,  until  default  shall  have 
occurred  as  hereinafter  mentioned,  to  permit  and  suffer  the  party  of  the 
first  part,  and  their  successors  and  assigns,  and  their  president,  directors, 
officers  and  agents,  to  retain  the  free  and  uncontrolled  use,  possession  and 
management  of  the  estates  and  property  hereby  granted,  and  hereinbefore 
mentioned  and  referred  to,  and  to  use,  occupy,  manage  and  control  the 
same  for  the  purposes  of  the  business  of  the  party  of  the  first  part; 
and  it  is  hereby  expressly  covenanted,  agreed  and  understood,  by  and 
between  the  parties  hereto  (the  said  party  of  the  first  part  covenanting 
as  well  for  themselves  as  their  successors  and  assigns),  and  the  said  party 


CORPORATE  HISTORY. 


3°! 


of  the  second  part  covenanting  for  himself  and  his  heirs,  executors  and 
administrators,  in  manner  following,  viz.: 

First.  They,  the  party  of  the  first  part,  do  hereby  covenant  and  agree, 
as  aforesaid,  that  they  will  punctually  pay  to  the  holders  of  the  bonds 
aforesaid,  intended  to  be  secured  hereby,  or  any  that  may  be  issued  and 
accepted  in  lieu,  renewal  or  substitution  of  the  same,  respectively,  the 
interest  thereon,  semi-annually,  as  the  same  shall  become  due  and  pay¬ 
able,  according  to  the  terms  in  said  bonds  contained,  or  according  to 
the  provisions  of  this  indenture  of  mortgage,  and  will,  on  the  1st  day  of 
January,  Anno  Domini  one  thousand  eight  hundred  and  ninety,  or 
whenever  the  said  principal  sum  shall,  according  to  the  provisions  hereof, 
become  due  and  payable,  fully  and  entirely  pay  off  and  satisfy,  as  afore¬ 
said,  the  whole  of  the  said  bonds,  principal  and  interest,  without  any 
further  delay. 

Second.  It  being  agreed  that  the  net  earnings  of  the  said  railroad  be¬ 
tween  Newark  and  Columbus  shall  be  appropriated  as  hereinafter  men¬ 
tioned,  it  is  hereby  declared  and  agreed  that  the  said  net  earnings  shall 
consist  of  the  whole  of  the  gross  receipts  of  all  the  trade,  travel,  traffic, 
mail  service,  express,  rents,  business  and  commerce  of  every  kind,  of  the 
said  undivided  half  of  the  said  railroad  between  Newark  and  Columbus, 
after  deducting  only  the  proportion  of  the  party  of  the  first  part  of  the 
expenses  of  operating  and  maintaining  the  said  road  between  Newark 
and  Columbus,  the  amount  of  the  earnings  derived  from  so  much  of  said 
traffic,  on  said  road  between  Newark  and  Columbus,  as  shall  consist  of 
through  traffic  from  the  other  part  of  the  railroad  of  the  party  of  the 
first  part,  shall  be  determined  by  calculating  the  pro  rata  proportion 
which  the  distance  that  such  freight  or  passengers  may  have  been  carried 
on  said  railroad  between  Newark  and  Columbus,  shall  bear  to  the  whole 
distance  that  the  same  may  have  been  carried  on  the  railroad  of  the  party 
of  the  first  part,  and  the  said  party  of  the  first  part  covenant  and  agree 
that  they  will  keep  such  separate  books  or  accounts  for  the  purpose  of 
ascertaining  and  determining  the  net  earnings  of  the  said  railroad  between 
Newark  and  Columbus,  as  the  party  of  the  second  part  hereto  may,  in 
his  discretion,  deem  necessary  or  expedient. 

Third.  That  the  party  of  the  first  part  shall  and  will  appropriate  the 
whole  of  the  said  net  earnings  of  the  said  railroad  between  Newark  and 
Columbus,  as  follows,  to  wit: 

1.  In  the  payment  of  the  interest  on  the  said  bonds  hereby  secured 
when  and  as  the  same  shall  hereafter  accrue  and  become  due  and  payable. 

2.  Provided  the  party  of  the  first  part,  and  the  Central  Ohio  Railroad 
Company,  shall  determine  to  lay  a  second  track  upon  the  said  road  be¬ 
tween  Newark  and  Columbus,  and  if  the  said  Central  Ohio  Railroad  Com¬ 
pany  shall  furnish  one-half  of  the  cost  of  constructing  the  same,  that  then 
the  whole  of  such  net  earnings,  after  payment  of  the  interest  on  the  said 
bonds,  as  aforesaid,  shall  be  appropriated  to  the  payment  of  the  propor¬ 
tion  of  the  party  of  the  first  part  of  the  cost  of  constructing  the  said 
second  track. 

3.  Until  such  appropriation  for  such  second  track  be  required,  as 
above  stated,  and  after  payment  therefor  to  the  sinking  fund  hereinafter 
provided  for. 


302  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Fourth.  That  while  and  so  long  as  the  said  fund  is  not  required  for 
the  said  second  track,  as  hereinbefore  provided,  they,  the  party  of  the 
first  part,  shall  and  will,  on  the  ist  day  of  January,  Anno  Domini  one 
thousand  eight  hundred  and  sixty-five,  and  annually,  on  the  first  day  of 
January  in  each  year  thereafter,  appropriate  and  set  apart  the  whole  of 
the  said  net  income  (deducting  only  interest  paid  on  the  said  bonds  in¬ 
tended  to  be  hereby  secured  and  then  outstanding  as  aforesaid),  as  and 
for  a  sinking  fund,  and  which  net  income  (deducting  interest  paid  on 
bonds  as  aforesaid)  shall,  within  thirty  days  after  each  such  first  day 
of  January,  be  paid  over  to  the  party  of  the  second  part,  and  be  by  him 
appropriated  and  applied  in  the  purchase  and  extinguishment,  from  time 
to  time,  of  the  bonds  so  hereby  intended  to  be  secured,  at  a  sum  not 
exceeding  the  par  value  thereof;  but  if  the  said  bonds  cannot  be  pur¬ 
chased  at  or  below  par,  that  then  the  said  surplus  net  earnings  aforesaid, 
so  paid  over  to  the  said  party  of  the  second  part,  shall  be  by  him  invested 
in  his  own  name,  as  trustee  under  this  mortgage,  in  such  other  bonds 
or  securities,  of  such  corporations  created  by  the  state  of  Ohio  or  Penn¬ 
sylvania,  as  he  may,  in  his  discretion,  deem  most  expedient,  and  all 
moneys  invested  in  any  other  manner  than  in  the  purchase  and  extin¬ 
guishment  of  the  bonds  so  intended  to  be  hereby  secured,  shall  be  so 
held  and  kept  by  said  trustee  as  a  security  for  the  payment  of  the  bonds 
hereby  intended  to  be  secured,  and  all  bonds  of  the  party  of  the  first 
part  so  purchased  shall  be  forthwith  canceled. 

Fifth.  That  if,  at  any  time  hereafter,  the  said  party  of  the  first  part 
shall,  after  demand  made,  make  default,  or  refuse,  neglect  or  omit,  for 
any  period  exceeding  sixty  days,  to  pay  the  semi-annual  interest  on  the 
bonds  aforesaid,  intended  to  be  hereby  secured,  or  any  of  them,  or  shall, 
after  demand  made,  make  default,  or  refuse,  neglect  or  omit,  for  any 
period  exceeding  sixty  days,  to  appropriate  and  pay,  as  hereinbefore 
provided,  the  annual  surplus  moneys  aforesaid,  agreed  to  be  set  apart  and 
paid  over  as  a  sinking  fund  as  aforesaid,  then,  and  in  such  case,  the 
whole  principal  sum  of  each  and  all  of  the  said  bonds  intended  to  be 
hereby  secured,  together  with  all  interest  thereon,  shall  thereupon  be¬ 
come  forthwith  due  and  payable. 

Sixth.  That  in  the  event  of  non-payment  of  said  bonds  when  due  and 
payable  by  the  tenor  thereof,  or  if  any  default  be  made  as  aforesaid,  by 
the  said  party  of  the  first  part,  it  shall,  upon  the  written  request  of 
holders  of  said  bonds  to  an  amount  not  less  than  one  hundred  thousand 
dollars,  be  the  duty  of  the  said  trustee  for  the  time  being,  to  enter  upon 
and  take  possession  of  said  railroad,  estates  and  premises  hereby  mort¬ 
gaged,  or  agreed,  or  intended  so  to  be,  and  shall  and  will  thereupon 
work,  use,  employ,  manage  and  control  the  said  railroad,  estates  and 
premises,  possession  of  which  may  be  so  taken,  and  to  take,  receive  and 
dispose  of  the  rents,  revenues,  issues,  income,  proceeds  and  profits  thereof, 
in  the  same  way  and  manner  as  is  hereinafter  specially  provided  with 
reference  to  the  proceeds  of  a  sale  of  the  railroads,  estates  and  premises 
hereby  mortgaged;  or  after,  without  entering  upon  or  taking  such  pos¬ 
session,  shall  and  will,  upon  the  like  written  request  aforesaid,  proceed 
upon  and  under  this  indenture  of  mortgage,  and  sell  the  railroads,  estates,. 


CORPORATE  HISTORY. 


303 


corporate  rights  and  franchises  and  premises  hereby  mortgaged,  or 
agreed,  or  intended  so  to  be,  at  public  sale,  in  the  city  of  Philadelphia, 
in  the  state  of  Pennsylvania  (first  giving  at  least  forty  days’  notice,  by 
publication,  to  be  made  once  in  each  week,  of  such  intended  sale,  in 
at  least  two  daily  newspapers  published  in  the  city  of  Cincinnati,  state 
of  Ohio,  and  in  the  city  of  Philadelphia,  in  the  state  of  Pennsylvania), 
and  shall  and  will  execute  to  the  purchaser  or  purchasers  a  deed  for  the 
premises  so  sold,  and,  after  paying  the  charges  and  expenses  of  this  trust, 
shall  and  will  hold  the  moneys  which  may  by  reason  of  any  such  sale 
come  into  the  hands  of  the  said  trustee  for  the  time  being,  as  the  same 
shall  be  received  for  payment,  in  the  first  place,  of  the  interest  due  on  the 
said  recited  bonds,  respectively,  in  full,  and  in  the  second  place,  to  the 
payment  and  discharge  of  the  principal  sums  of  said  recited  bonds,  to 
the  several  holders  thereof,  in  full,  if  sufficient  for  that  purpose;  but  if 
not,  then  to  and  among  the  several  holders  thereof  pro  rata,  so  that  no 
priority  shall  be  given  to  any  bond  or  bonds  which  shall  have  been  issued 
as  aforesaid,  and  intended  to  be  secured  by  this  mortgage;  retaining, 
however,  always,  such  sums  as  may  be  sufficient  to  meet  the  expenses  of 
this  trust,,  and  to  indemnify  the  said  trustee  for  the  time  being  from  any 
liability,  loss  or  damage  by  virtue  of  any  lawful  act  or  acts  as  such 
trustee;  and  if  any  surplus  of  such  moneys  shall  thereafter  remain,  then 
the  said  trustee  for  the  time  being  shall  and  will  pay  over  such  balance 
of  the  trust  funds  in  his  hands,  and  assign  and  convey  any  residue  of  the 
trust  estate  or  property,  unto  the  party  of  the  first  part,  their  successors 
and  assigns,  for  their  sole  use  and  benefit. 

Seventh.  That  the  party  of  the  first  part,  and  their  successors,  shall 
and  will,  from  time  to  time  hereafter,  upon  the  demand  of  said  trustee 
for  the  time  being,  grant,  convey,  confirm,  assign,  transfer  and  set  over 
unto  the  said  trustee  for  the  time  being,  all  their  estate  and  interest  in 
and  to  all  real  estate  and  property  (not  including  locomotives  and  other 
rolling  stock),  corporate  rights  and  franchises  which  they,  the  said  party 
of  the  first  part,  shall  hereafter  in  any  way  or  manner  acquire  and  be¬ 
come  seized  or  possessed  of,  or  which  may  be  held  by  third  persons  for 
their  use  (including  the  said  second  track  hereinbefore  referred  to),  for, 
or  appurtenant  to,  the  said  railroads,  and  shall  and  will  also  make,  do, 
seal,  execute,  deliver  and  acknowledge,  or  cause  to  be  made,  done,  sealed, 
executed,  delivered  and  acknowledged,  all  and  every  such  further  acts, 
matters,  things,  deeds,  conveyances  and  assurance  in  the  law  for  the 
better  assuring  and  confirming  unto  the  said  trustee  for  the  time  being, 
or  his  heirs,  executors,  administrators  or  assigns,  or  successors  in  the 
trust,  all  and  singular  the  hereditaments  and  premises,  estates  and  prop¬ 
erty  hereby  conveyed,  or  intended  so  to  be,  or  which  are  hereby  cov¬ 
enanted  and  agreed  to  be  hereafter  conveyed  to  the  said  trustee  for  the 
time  being,  as  by  such  trustee  may  be  desired  or  required  for  the  better 
effectuating  and  carrying  out  the  provisions,  objects  and  purposes  of 
this  mortgage,  all  which  estates  shall  be  held  by  the  said  trustees  for  the 
time  being,  in,  under  and  upon  the  several  and  respective  trusts,  and 
for  the  uses  and  purposes,  and  subject  to  the  powers  and  authorities 
herein  mentioned,  declared,  given  and  expressed. 


304  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Eighth.  That  in  the  event  of  the  death,  resignation,  neglect,  refusal 
or  incapacity  to  act  of  the  trustee  herein  named,  or  any  successor  of  the 
trust,  then  a  majority  in  amount  of  value  of  the  holders  of  said  bonds 
then  remaining  unpaid,  shall  have  full  power  and  authority  to  nominate 
and  appoint  a  new  trustee,  being  a  resident  of  Philadelphia,  for  the 
purpose  of  filling  said  vacancy  and  supplying  the  place  of  such  trustee 
dying,  resigning,  neglecting  or  refusing  to  act,  and  the  said  trustee,  so 
nominated  and  appointed,  shall  take  upon  himself  the  same  trusts,  and 
have  the  same  powers,  and  be  subject  to  all  the  stipulations  and  conditions 
of  this  indenture,  and  which  trusts,  powers,  stipulations  and  conditions 
it  is  hereby  agreed  and  declared,  shall  extend  to  and  be  performed  and 
executed  by  such  newly  appointed  trustee,  as  they  can  or  may,  or  could 
or  might  be,  by  the  party  originally  named  herein  as  party  of  the  second 
part,  and  the  like  nomination  and  appointment  shall  and  may  be  made 
and  carried  into  effect  in  like  manner  and  as  often,  from  time  to  time, 
as  there  may  be  occasion  therefor,  and  with  the  same  effect  as  before 
mentioned. 

Ninth.  And  it  is  hereby  further  covenanted  and  agreed,  as  aforesaid, 
and  this  trust  is  accepted  upon  the  express  condition  that  the  said  trustee 
shall  not,  nor  shall  any  future  trustee,  incur  any  liability  or  responsibility 
whatever  in  consequence  of  permitting  or  suffering  said  party  of  the  first 
part  to  retain  or  be  in  possession  of  the  railroad,  estates  and  premises 
hereby  mortgaged,  or  agreed,  or  intended  so  to  be,  or  any  part  thereof, 
and  to  use  and  enjoy  the  same,  nor  shall  said  trustee,  or  any  future 
trustee,  be  or  become  responsible  or  liable  for  any  destruction,  deteriora¬ 
tion,  loss,  injury  or  damage  which  may  be  done  or  occur  to  the  railroad 
and  estates  hereby  mortgaged,  or  agreed,  or  intended  so  to  be,  either  by 
said  party  of  the  first  part,  or  their  agents  or  servants,  or  by  any  other 
person  or  persons  whatsoever;  nor  shall  any  such  trustee,  present  or 
future,  be  in  any  way  responsible  for  the  consequences  of  any  breach  on 
the  part  of  the  party  of  the  first  part  of  any  of  the  covenants  herein 
contained,  nor  of  any  act  of  said  party  of  the  first  part,  their  agents  or 
servants;  nor  shall  the  said  trustee,  present  or  future,  be  or  become 
liable  or  responsible  for  any  other  cause,  matter  or  thing,  except  his  own 
willful  and  intentional  breaches  of  the  trust  herein  expressed  and  con¬ 
tained;  and  the  said  party  of  the  first  part  hereby  expressly  waives  all 
benefit  or  advantage  of  any  valuation,  appraisement  or  extension  laws  in 
the  state  of  Ohio,  now  or  in  the  future  to  be  passed,  whether  the  said 
trustee  for  the  time  being  shall  proceed  to  sell  under  the  power  herein 
granted  to  him,  or  by  virtue  of  judicial  proceedings  in  the  courts,  state 
or  federal. 

Provided  always,  nevertheless,  That  if  the  party  of  the  first  part,  their 
successors  or  assigns,  shall  and  do  well  and  truly  pay,  or  cause  to  be  paid, 
unto  the  person  or  persons,  bodies  politic  or  corporate,  who  shall  become 
holders  of  the  bonds  intended  to  be  secured  hereby,  the  several  and 
respective  sums  expressed  therein,  on  the  day  and  time  hereinbefore 
mentioned  for  payment  thereof,  together  with  the  lawful  interest  for  the 
same,  according  to  the  provisions  of  the  said  recited  obligations  or  bonds, 
or  in  accordance  with  the  provisions  hereof,  without  any  fraud  or  further 


CORPORATE  HISTORY. 


305 


delay,  and  without  any  defalcation,  then  and  from  thenceforth,  as  well 
this  present  indenture,  and  the  estates  and  property  hereby  granted  and 
conveyed,  or  hereby  agreed  so  to  be,  as  the  said  recited  obligations,  shall 
become  void  and  of  no  effect,  anything  hereinbefore  contained  to  the 
contrary  thereof  notwithstanding. 

In  witness  whereof,  the  said  “  The  Steubenville  and  Indiana  Railroad 
Company  ”  have  caused  their  corporate  seal  to  be  hereunto  affixed,  attested 
by  their  secretary,  and  have  caused  these  presents  to  be  signed  in  their 
behalf  by  their  president;  and  in  testimony  of  his  acceptance  of  the  trust, 
the  said  John  Edgar  Thomson  hath  hereunto  set  his  hand  and  seal. 
Done,  interchangeably,  the  day  and  year  first  above  written. 

The  Steubenville  and  Indiana  Railroad  Company, 

•  By  THOS.  L.  JEWETT,  President. 
Attest:  J.  G.  MORRIS,  Secretary. 

.  Signed,  sealed  and  delivered  by  the  said  The  Steubenville  and  Indiana 

Railroad  Company  in  presence  of  us, 

GEO.  W.  McCOOK,  J.  EDGAR  THOMSON,  Trustee,  [seal] 
ASHBAL  GREEN. 

Signed  and  sealed  by  the  said  J.  Edgar  Thomson  in  presence  of  us, 
JOSHUA  SPERING, 

W.  J.  HOWARD. 

Rev.  Stamps  ) 
to  the  value  of  V 
#775 — canceled,  j 

Acknowledged,  September  16,  1864,  by  Thomas  L.  Jewett,  president, 
before  E.  M.  Hamilton,  notary  public,  at  Steubenville,  Ohio. 

Acknowledged,  September  19,  1864,  by  J.  Edgar  Thomson,  before 
Joshua  Spering,  commissioner  for  Ohio  in  Pennsylvania. 

Recorded,  Franklin  county,  Ohio,  September  23,  1864,  in  Mortgage 
Record  No.  21,  pages  548  to  561,  inclusive;  Licking  county,  Ohio,  Sep¬ 
tember  28,  1864,  in  Record  of  Mortgages,  vol.  13,  pages  282  to  292, 
inclusive. 


SEAL 

S.  &  I. 
R.  R.  Co. 


SATISFACTION  OF  MORTGAGE. 

All  the  bonds  secured  by  this  mortgage  were  redeemed  and  were  de¬ 
stroyed  by  John  P.  Green,  appointed  a  committee  for  that  purpose,  in 
1890,  except  bond  68,  which  had  not  been  presented  at  that  time.  The 
mortgage  was  satisfied  by  George  B.  Roberts,  trustee,  and  release  thereof 
recorded  in  Franklin  county,  Ohio,  April  20,  1891,  and  in  Licking  county, 
Ohio,  April  25,  1891,  these  being  the  only  counties  wherein  the  mortgage 
was  originally  recorded,  he  being  protected  by  a  bond  of  indemnity  against 
any  demand  that  might  be  made  upon  him  for  this  bond  and  its  five 
coupons  and  four  other  coupons  which  were  paid,  but  which  could  not  be 
produced  at  the  time  of  the  satisfaction  of  the  mortgage. 

Bond  No.  68  was  paid  October  30,  1891,  and  destroyed,  together  with 
the  last  five  coupons  thereon. 


20 


306  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

* 

MORTGAGE. 

Steubenville  and  Indiana  Railroad  Company  to  the  Western 

Transportation  Company. 

Dated  November  I,  1867. 

Securing  one  bond,  dated  November  18,  1867,  payable  January  1,  1880, 
for  $61,000,  the  amount  of  purchase  money  for  property  in  Steuben¬ 
ville  between  the  Ohio  river  and  the  depot  in  Steubenville. 

Know  all  men  by  these  presents,  That  the  Steubenville  and  Indiana 
Railroad  Company  for  and  in  consideration  of  the  sum  of  one  dollar 
($1.00)  to  it  in  hand  paid  by  the  Western  Transportation  Company,  as 
well  as  in  consideration  of  the  conveyance  by  George  W.  McCook, 
trustee,  of  the  premises  hereinafter  described,  to  the  Steubenville  and 
Indiana  Railroad  Company  by  deed  dated  the  first  day  of  November, 
1867,  has  bargained  and  sold,  and  does  hereby  give,  grant,  bargain,  sell, 
convey  and  confirm  unto  the  said  the  Western  Transportation  Company, 
its  successors  and  assigns,  all  the  following  premises,  situate  in  the  city 
of  Steubenville,  county  of  Jefferson  and  state  of  Ohio;  that  is  to  say,  the 
northeast  quarter  of  out  lot  number  twelve  (12)  in  Steubenville  as  marked 
on  the  plat  of  said  town,  being  the  same  premises  conveyed  to  said 
McCook  by  John  Andrews,  trustee  of  the  Farmers  and  Mechanics’  Bank 
of  Steubenville,  recorded  in  Record  L,  No.  2,  pages  4  and  5. 

Also,  the  lot  of  land  beginning  at  the  west  side  of  a  blank  alley,  15 
feet  wide  and  one  hundred  and  sixty-five  (165)  feet  west  of  the  corner 
of  North  and  Sixth  streets;  thence  west  with  the  north  line  of  North 
street  two  hundred  and  six  (206)  feet  to  Reese’s  line;  thence  with  said 
line  north  one  hundred  and  seventy-four  (174)  feet  to  a  blank  alley  12 
feet  wide;  thence  east  two  hundred  and  six  (206)  feet  to  the  west  side 
of  the  first  named  alley;  thence  south  with  the  west  line  of  said  alley 
one  hundred  and  seventy-four  (174)  feet  to  the  place  of  beginning,  being 
the  same  premises  conveyed  to  said  McCook  by  Robert  Sherrard  and 
Sarah  Ann,  his  wife,  recorded  in  Record  K,  No.  2,  pages  554  and  555. 

Also  the  following  described  premises:  beginning  at  a  point  in  the 
west  line  of  a  15  feet  alley  in  McLaughlin’s  2nd  addition  to  the  town  of 
Steubenville  12  feet  from  the  northeast  corner  of  Dremen’s  lot;  thence 
north  19°  east  four  hundred  and  seven  and  one-half  (407^)  feet  with  the 
west  line  of  said  alley  to  another  alley  12  feet  in  width;  thence  north  710 
east  two  hundred  and  fifty-one  (251)  feet  to  the  line  of  Daniel  L.  Col¬ 
lier’s  lot;  thence  south  19  west  two  hundred  and  three  and  a  half  (203^) 
feet  with  said  Collier’s  line  to  the  corner  of  Reese’s  lot;  thence  south  710 
east  forty-five  (45)  feet  with  the  north  boundary  of  Reese’s  lot;  thence 
south  19"  west  two  hundred  and  four  (204)  feet  with  east  boundary  of 
Reese’s  lot;  thence  south  71 0  east  two  hundred  and  six  (206)  feet  parallel 
to  Dremen’s  north  line,  and  leaving  a  12  feet  alley  to  the  beginning; 
containing  two  and  fifteen  one-hundredths  (2TW)  acres,  more  or  less, 
being  the  same  lot  of  land  conveyed  to  said  McCook  by  William  Mc¬ 
Laughlin  and  Elizabeth  Jane1,  his  wife,  and  recorded  in  Record  M,  No.  2, 
pages  223  and  224. 

Also,  the  premises  beginning  at  the  northwest  corner  of  lot  formerly 


CORPORATE  HISTORY. 


307 


owned  by  Patrick  Curran  on  Logan  street;  thence  west  with  south  line 
of  said  street  sixty-two  (62)  feet;  thence  south  at  right  angle  one  hun¬ 
dred  and  seventy-four  (174)  feet  to  a  12  feet  alley;  thence  east  with  north 
line  of  said  alley  sixty-two  (62)  feet  Curran  lot;  thence  northwardly  to 
the  place  of  beginning:  excluding  therefrom  a  strip  on  the  east  side  of 
said  lot  conveyed  by  said  George  W.  McCook,  trustee,  to  John  F. 
Oliver,  being  the  same  premises  conveyed  to  said  McCook  by  the  heirs 
of  Charles  Porter,  deceased,  and  of  record  in  Jefferson  county. 

Also,  a  tract  of  land  forty  (40)  feet  in  width,  extending  along  the  line 
of  the  railroad  constructed  thereon  from  the  west  line  of  the  tract  herein 
firstly  described  to  the  north  line  of  Logan  street,  bounded  on  the  east 
by  a  line  twenty-three  (23)  feet  distant  eastwardly  from  the  centre  line 
of  the  track  of  said  railroad,  and  on  the  west  by  a  line  seventeen  (17) 
feet  distant  westwardly  from  said  centre  line,  which  tract  of  forty  (40) 
feet  in  width  is  located  partly  on  the  premises  secondly,  thirdly  and 
fourthly  herein  described. 

Also,  a  tract  of  land  forty  feet  in  width  from  the  north  line  of  Logan 
street  to  the  south  line  of  Franklin  avenue,  bounded  on  the  east  by  a 
line  in  prolongation  of  the  east  line  of  the  tract  lastly  hereinbefore  de¬ 
scribed,  twenty-three  (23)  feet  eastwardly  from  the  centre  line  of  said 
railroad  track  and  on  the  west  by  a  line  seventeen  (17)  feet  distant  from 
said  centre  line. 

Also,  a  tract  of  land  beginning  at  a  point  in  the  south  line  of  Franklin 
avenue,  twenty-three  (23)  feet  distant  eastwardly  from  the  centre  line  of 
the  railroad  track  as  originally  located  and  now  constructed  and  in  con¬ 
tinuation  of  the  east  line  of  the  tract  hereinbefore  described;  thence  north 
220  east  100  feet;  thence  north  22°45'  east  100  feet;  thence  north  23  “45'  east 
100  feet;  thence  north  31 0  30'  east  100  feet;  thence  north  350  30'  east  100 
feet;  thence  north  430  east  100  feet;  thence  north  420  30'  east  100  feet; 
thence  north  40°  east  100  feet;  thence  north  390  east  100  feet;  thence 
north  41 0  east  100  feet;  thence  north  40°  east  86  feet;  thence  south  78° 
east  thirty-five  (35)  feet;  thence  north  340  east  75  feet;  thence  north  31 0 
west  75  feet;  thence  north  720  west  75  feet;  thence  south  590  30'  west  75 
feet;  thence  south  310  west  25  feet;  thence  south  130  45’  west  100  feet; 
thence  south  320  30'  west  100  feet;  thence  south  36°  45'  west  200  feet; 
thence  south  350  west  100  feet;  thence  south  330  30'  west  100  feet;  thence 
south  320  45'  west  100  feet;  thence  south  30°  west  100  feet;  thence  south 
26°  45'  west  100  feet;  thence  south  220  west  106  feet  to  a  point  in  the 
south  line  of  Franklin  avenue  thirteen  (13)  feet  westwardly  from  the 
centre  line  of  said  railroad  track;  thence  along  the  south  line  of  Franklin 
avenue  south  720  45'  east  thirty-six  and  one-half  (36J/2)  feet  to  the  place 
of  beginning. 

And  also  the  railroad  constructed  upon  the  premises  hereinbefore  de¬ 
scribed,  connecting  the  depot  of  the  Steubenville  and  Indiana  Railroad 
with  the  bridge  over  the  Ohio  river  at  Steubenville. 

To  have  and  to  hold  the  said  premises,  together  with  the  privileges 
and  appurtenances  thereunto  belonging  unto  the  said  the  Western  Trans¬ 
portation  Company,  its  successors  and  assigns  forever. 

Provided  always,  and  these  presents  are  upon  the  express  condition 


308  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


that  if  the  said  the  Steubenville  and  Indiana  Railroad  Company  shall 
pay  or  cause  to  be  paid  to  the  said  the  Western  Transportation  Com¬ 
pany,  its  successors  and  assigns  the  sum  of  sixty-one  thousand  dollars, 
with  interest  thereon  from  the  first  day  of  November,  A.  D.  1867,  as 
follows,  that  is  to  say,  the  sum  of  sixty-one  thousand  dollars  on  the 
first  day  of  January,  A.  D.  1880,  with  the  interest  thereon  annually,  but 
in  default  of  the  annual  payment  of  said  interest,  then  the  principal  shall 
become  due,  then  these  presents  and  all  herein  contained  shall  cease  and 
be  void;  otherwise  to  be  and  remain  in  full  force  and  virtue  in  law. 

In  testimony  whereof,  the  said  the  Steubenville  and  Indiana  Railroad 
Company  hath  caused  this  deed  to  be  executed  by  its  president  and 
hath  hereto  set  its  corporate  seal,  this  the  first  day  of  November,  A.  D. 
1867. 

[seal]  The  Steubenville  and  Indiana  Railroad  Company, 


(  $61.00 

j  Rev.  Stamps, 
(  canceled. 


By  THOS.  L.  JEWETT,  President. 


Attest:  J.  G.  MORRIS,  Secretary. 

Signed,  sealed  and  delivered  in  the  presence  of  us: 

alex.  j.  McDowell, 

E.  M.  HAMILTON.  . 


Acknowledged  by  Thomas  L.  Jewett  before  E.  M.  Hamilton,  notary 
public,  Jefferson  county,  November  18,  1867. 

Recorded,  Jefferson  county,  O.,  Nov.  26,  1867,  vol.  9,  page  431. 

For  value  received,  the  Western  Transportation  Company  assigns 
and  transfers  this  mortgage  to  the  Pennsylvania  Railroad  Company. 

18th  November,  1867. 

THOS.  L.  JEWETT, 

President  of  the  Western  Transportation  Company. 

For  value  received,  the  Pennsylvania  Railroad  Company  assigns  and 
transfers  to  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company 
this  mortgage. 

Philadelphia,  December  14th,  1871. 

THOMAS.  T.  FIRTH, 
Treasurer  Pennsylvania  Railroad  Company. 


SATISFACTION  OF  MORTGAGE. 

A  release  of  this  mortgage  was  executed  by  the  Pittsburgh,  Cincinnati, 
Chicago  and  St.  Louis  Railway  Company,  January  28,  1898,  which  was 
recorded  in  Jefferson  county,  Ohio,  February  4,  1898,  Mortgage  Record 
41,  page  196. 


BOND  SECURED  BY  FOREGOING  MORTGAGE. 

$61,000.  Steubenville,  O.,  November  18,  1867. 

On  the  first,  day  of  January,  1880,  the  Steubenville  and  Indiana  Rail¬ 
road  Company  binds  itself  to  pay  to  the  Western  Transportation  Com¬ 
pany  or  its  assigns  the  sum  of  sixty-one  thousand  dollars,  with  interest, 
from  the  first  day  of  November,  1867,  payable  annually  on  the  first  day 


CORPORATE  HISTORY. 


309 


of  January  of  each  year  hereafter,  and  in  default  of  payment  of  any  in¬ 
stalment  of  interest,  the  principal  sum  shall  become  due  and  payable. 

This  bond  is  executed  in  pursuance  of  the  resolution  of  the  board  of 
directors  of  the  Steubenville  and  Indiana  Railroad  Company,  and  is 
secured  by  the  mortgage  of  said  company  on  the  property  connecting 
the  depot  of  said  company  and  the  bridge  over  the  Ohio  river  at  Steu¬ 
benville,  dated  this  first  day  of  November,  1867,  and  recorded  in  Jefferson 
county,  Ohio,  which  mortgage  bears  the  proper  internal  revenue  stamp. 

In  testimony  whereof,  the  Steubenville  and  Indiana  Railroad  Com¬ 
pany  has  caused  this  bond  to  be  signed  by  its  president  and  its  cor¬ 
porate  seal  to  be  affixed  by  its  secretary  this  eighteenth  day  of  No¬ 
vember,  1867. 

The  Steubenville  and  Indiana  Railroad  Company, 

By  THOS.  L.  JEWETT,  President. 

Attest:  J.  G.  MORRIS,  Secretary. 

PITTSBURGH,  CINCINNATI  AND  ST.  LOUIS 
RAILWAY  COMPANY.1 

Agreement  for  Consolidation  between  the  Pan  Handle  Railway 
Company,  the  Holliday’s  Cove  Railroad  Company,  and  the 
Steubenville  and  Indiana  Railroad  Company,  under  the  Name 
of  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company. 

A  joint  agreement  for  consolidation,  by  and  between  the  Pan  Handle 
Railway  Company,  a  corporation  under  the  laws  of  the  state  of  Penn¬ 
sylvania  of  the  first  part;  the  Holliday’s  Cove  Railroad  Company,  a 
corporation  under  the  laws  of  West  Virginia,  of  the  second  part,  and  the 
Steubenville  and  Indiana  Railroad  Company,  a  corporation  under  the 
laws  of  the  state  of  Ohio,  of  the  third  part;  entered  into  under  the 
corporate  seals  of  the  said  several  corporations,  by  the  directors  thereof: 

Whereas,  The  said  railroad  companies,  parties  hereto,  owning  and 
operating  their  several  roads  from  the  point  of  connection  with  the  Penn¬ 
sylvania  Railroad  Company,  at  or  near  the  northwesterly  side  of  the 
Washington  turnpike  road,  in  South  Pittsburgh,  Allegheny  county, 
Pennsylvania,  to  and  across  the  state  of  West  Virginia  and  the  Ohio 
river,  via  Steubenville,  to  Columbus,  in  Franklin  county,  in  the  state  of 
Ohio,  and  together  forming  a  continuous  line  of  railroad  for  the  passage  of 
cars  to  and  between  the  said  termini; 

And  whereas,  The  said  railroad  companies,  forming  such  continuous 
line  of  railroad  in  said  adjoining  states,  are,  by  the  laws  thereof,  author¬ 
ized  to  merge  and  consolidate  their  capital  stock,  franchises  and  property: 

Now,  this  agreement  witnesseth,  That  the  parties  hereto  do,  by  these 
presents,  but  under  and  subject  to  the  provisions,  restrictions,  and  with 
the  powers  in  the  said  laws  of  the  said  several  states  mentioned  and 
contained,  merge  and  consolidate  their  capital  stock,  franchises  and 
property,  and  prescribe  the  terms  and  conditions  thereof,  as  follows: 

First.  The  name  of  the  consolidated  company  to  be  “  The  Pittsburgh, 


1  See  page  30. 


310  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Cincinnati  and  St.  Louis  Railway  Company, ”  and  the  principal  offices 
shall  be  at  Steubenville,  in  Ohio,  where  the  books,  vouchers,  records, 
muniments  of  title,  and  other  documents  of  the  company,  shall  be  kept, 
and  the  books,  records,  and  the  papers  of  the  several  companies,  shall, 
so  far  as  necessary,  be  deemed  and  taken  as  the  books  and  records  of 
the  consolidated  company. 

Second.  The  number  of  directors  shall  be  thirteen,  and  they  shall  be 
stockholders  in  one  of  the  companies  now  consolidated,  and  for  the  first 
time  shall  be  chosen  by  ballot,  by  the  stockholders  of  said  several  com¬ 
panies,  in  person  or  by  proxy,  each  share  being  entitled  to  one  vote,  at  an 
election  to  be  held  at  Steubenville,  on  the  20th  day  of  April,  A.  D.  1868, 
of  which  due  notice  shall  be  given,  and  which  shall  be  conducted  in  the 
manner  prescribed  by  said  meeting  of  stockholders. 

Third.  And  the  thirteen  persons  having  the  highest  number  of  votes 
shall  be  the  first  directors  of  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company,  and  shall  hold  their  office  until  the  first  Monday  of 
March,  A.  D.  1869,  and  until  others  are  chosen;  but  at  any  future  elec¬ 
tion  only  the  stockholders  who,  by  surrender  or  exchange  of  their  old 
certificates  for  the  certificates  of  the  company  as  consolidated,  shall  be 
entitled  to  vote. 

Fourth.  Directors  of  the  said  company  shall  be  elected  on  the  first 
Monday  of  February,  Anno  Domini  one  thousand  eight  hundred  and 
sixty-nine,  and  annually  thereafter,  by  the  stockholders,  at  a  meeting  to 
be  called  for  that  purpose,  of  which  ten  days’  notice  shall  be  given  by 
publication,  in  at  least  one  newspaper  published  in  the  city  of  Phila¬ 
delphia,  Pittsburgh  and  Steubenville,  and  they  shall  enter  upon  their 
duties  on  the  first  Monday  of  March  following. 

Fifth.  The  directors  shall  nominate  and  elect  from  their  number  a 
president  and  vice-president,  and  shall  elect  such  other  officers  for  said 
company  as  may  be  necessary. 

Sixth.  The  number  of  shares  of  the  capital  stock  of  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company  shall  be  two  hundred  thou¬ 
sand,  each  of  the  par  value  of  fifty  dollars,  and  of  which  sixty  thousand 
shares  shall  be  first  preferred  seven  per  cent,  stock,  and  one  hundred  and 
forty  thousand  shares  shall  be  common  stock. 

Seventh.  The  capital  stock  of  the  Pan  Handle  Railway  Company 
shall  be  converted  into  the  capital  stock  of  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company,  as  follows,  viz.: 

The  first  preferred  seven  per  cent,  stock,  not  exceeding  twenty  thou¬ 
sand  shares,  to  be  converted  into  a  like  number  of  the  first  preferred 
seven  per  cent,  stock  of  the  Pittsburgh,  Cincinnati  and  St.  Louis  Rail¬ 
way  Company,  to  be  exchanged  share  for  share. 

The  common  stock,  not  exceeding  twenty  thousand  shares,  to  be  con¬ 
verted  into  ten  thousand  shares  of  the  common  stock  of  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company,  to  be  exchanged  two  shares 
for  one  share. 

The  residue  of  the  capital  stock  of  the  Pan  Handle  Railway  Company 
shall  be  and  is  hereby  merged,  converted  and  consolidated  into  the  capital 
stock  of  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company; 
and  the  said  Pan  Handle  Railway  Company  shall  not  be  entitled  to 


CORPORATE  HISTORY. 


311 

receive  any  shares  of  the  capital  stock  of  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company  in  lieu  of  or  in  exchange  therefor. 

The  capital  stock  of  the  Holliday’s  Cove  Railroad  Company  shall  be 
converted,  merged  and  consolidated  into  the  capital  stock  of  the  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company;  and  the  said  Holli¬ 
day’s  Cove  Railroad  Company,  or  any  stockholder  therein,  shall  not  be 
entitled  to  receive  any  shares  of  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company  in  lieu  of  or  in  exchange  therefor. 

The  capital  stock  of  the  Steubenville  and  Indiana  Railroad  Company 
shall  be  converted  into  the  capital  stock  of  the  Pittsburgh,  Cincinnati 
and  St.  Louis  Railway  Company,  as  follows: 

The  first  preferred  seven  per  cent,  stock,  not  exceeding  forty  thousand 
shares,  to  be  converted  into  a  like  number  of  the  first  preferred  seven  per 
cent,  stock  of  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Com¬ 
pany,  to  be  exchanged  share  for  share. 

The  common  stock,  not  exceeding  forty  thousand  shares,  to  be  con¬ 
verted  into  forty  thousand  shares  of  common  stock  of  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company,  to  be  exchanged  share  for 
share. 

Eighth.  The  capital  stock  of  each  of  the  companies  parties  hereto, 
and  hereby  merged  and  consolidated  into  the  capital  stock  of  the  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company,  and  not  issued  under 
the  terms  hereof,  shall  be  hereafter  issued,  from  time  to  time,  as  may 
be  required. 

Ninth.  The  corporate  rights  and  powers  of  each  of  the  companies 
parties  hereto,  merged  and  consolidated  into  those  of  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company,  shall,  as  to  the  issue  of 
bonds  to  be  secured  by  mortgage,  be  limited  to  ten  millions  of  dollars, 
bearing  interest  not  exceeding  seven  per  cent.,  and  the  directors  of  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  are  hereby 
authorized  to  exercise  said  power  within  the  limit  aforesaid;  such  bonds, 
when  issued,  to  be  for  the  settlement  of  the  indebtedness  of  the  com¬ 
panies  parties  hereto,  with  such  terms  and  conditions  respecting  the 
same  as  the  directors  may  prescribe,  and  for  other  uses  and  purposes 
of  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company. 

In  witness  whereof,  The  said  the  directors  of  the  Pan  Handle  Railway 
Company  have  caused  the  corporate  seal  of  said  company  to  be  duly 
attached,  and  have  attested  the  same  by  their  signatures,  this  seventeenth 
day  of  March,  Anno  Domini  one  thousand  eight  hundred  and  sixty-eight. 

J.  EDGAR  THOMSON,  President. 

Witness: 

THOMAS  A.  SCOTT, 

HERMAN  J.  LOMBAERT, 

THOS.  L.  JEWETT, 

EDMUND  SMITH, 

JOSIAH  BACON, 

W.  J.  HOWARD. 


{ 


SEAL 

P.  H.  Ry. 
Co. 


312  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


In  witness  whereof,  the  said  the  directors  of  the  Holliday’s  Cove 
Railroad  Company  have  caused  the  corporate  seal  of  said  company  to 
be  duly  attached,  and  have  attested  the  same  by  their  signatures,  this 
seventeenth  day  of  March,  Anno  Domini  one  thousand  eight  hundred 
and  sixty-eight. 

THOS.  L.  JEWETT, 

President  Holliday  s  Cove  Railroad  Company. 

J.  EDGAR  THOMSON, 

HERMAN  J.  LOMBAERT, 

EDMUND  SMITH, 

G.  B.  ROBERTS, 

THOMAS  A.  SCOTT. 

In  witness  whereof,  the  said  the  directors  of  the  Steubenville  and  In¬ 
diana  Railroad  Company  have  caused  the  corporate  seal  of  said  company 
to  be  duly  attached,  and  have  attested  the  same  by  their  signatures,  this 
twenty-fourth  day  of  February,  Anno  Domini  one  thousand  eight  hundred 
and  sixty-eight. 

THOS.  L.  JEWETT,  President. 


Witness: 

JAS.  MEANS,  Director. 

G.  W.  ADAMS, 

JOS.  K.  JOHNSON, 

JAMES  PARKS, 

THOS.  MEARS, 

R.  H.  NUGEN, 

B.  E.  SMITH, 

^  I,  J.  G.  Morris,  secretary  of  the  Steubenville  and  Indiana  Railroad 
Company,  do  hereby  certify,  that  at  a  meeting  of  the  stockholders  of 
said  company,  duly  convened,  pursuant  to  the  provisions  of  the  second 
section  of  an  act  entitled,  “  An  act  to  authorize  the  consolidation  of  rail¬ 
road  companies  in  the  state  of  Ohio  with  railroad  companies  of  states 
adjoining,”  passed  the  tenth  day  of  April,  A.  D.  1856,  the  above  agree¬ 
ment  of  consolidation  between  the  Pan  Handle  Railway  Company,  the 
Holliday’s  Cove  Railroad  Company,  and  the  said  the  Steubenville  and 
Indiana  Railroad  Company,  being  submitted  to  the  said  stockholders  for 
their  action,  in  accordance  with  said  act,  was  adopted  by  the  votes  of 
more  than  two-thirds  of  all  the  stockholders  of  said  company,  there 
being  sixty-one  thousand  and  sixty-five  votes  cast  in  favor  of  the  adop¬ 
tion  of  said  agreement,  and  none  against  the  same. 

Certified  under  my  hand  and  seal,  this  seventh  day  of  May,  A.  D.  1868. 

J.  G.  MORRS6,  [seal] 

Secretary  Steubenville  and  Indiana  Railroad  Company. 


SKAL 

S.  &  I.  R. 
R.  Co. 


SEAL 

H.  C.  R. 
R.  Co. 


Witness: 


CORPORATE  HISTORY. 


313 


I,  Joseph  Lesley,  secretary  of  the  Pan  Handle  Railway  Company,  do 
hereby  certify,  that  at  a  meeting  of  the  stockholders  of  said  company,  the 
foregoing  agreement  of  consolidation  was  submitted  to  them  for  their 
consideration,  and  the  same  was  adopted  by  a  unanimous  vote  of  all  the 
stockholders  voting  at  said  election,  and  all  of  them  voting  for  the 
approval  thereof. 

Certified  under  my  hand  and  seal,  this  seventeenth  day  of  March, 

A.  D.  1868. 

JOS.  LESLEY,  [seal] 
Secretary  Pan  Handle  Railway  Company. 

I,  Joseph  Lesley,  secretary  of  the  Holliday’s  Cove  Railroad  Company, 
do  hereby  certify,  that  at  a  meeting  of  the  stockholders  of  said  company, 
the  foregoing  agreement  of  consolidation  was  submitted  to  them  for  their 
consideration,  and  the  same  was  adopted  by  a  unanimous  vote,  all  of  the 
stockholders  voting  at  said  election,  and  all  of  them  voting  for  the 
approval  thereof. 

Certified  under  my  hand  and  seal,  this  fourth  day  of  May,  A.  D.  1868. 

JOS.  LESLEY,  [seal] 
Secretary  Holliday’s  Cove  Railroad  Company. 

Filed  in  the  office  of  Secretary  of  State  of  Ohio,  May  11,  1868;  Penn¬ 
sylvania,  May  14,  1868;  West  Virginia,  May  14,  1868. 


An  Act  to  Ratify  and  Confirm  the  Consolidation  of  the  Holli¬ 
day’s  Cove  Railroad  Company  with  [the]  Steubenville  and 
Indiana  Railroad  Company  and  the  Pan  Handle  Railroad 
[way]  Company,  to  be  called  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railroad  [way]  Company. 

Passed  July  21,  1868. 

• 

Be  it  enacted  by  the  legislature  of  West  Virginia:  1.  That  the  agree¬ 
ment  of  merger  and  consolidation  of  the  capital  stock,  corporate  rights 
and  franchises  of  the  Holliday’s  Cove  Railroad  Company  with  the  capital 
stock,  corporate  rights  and  franchises  of  the  Steubenville  and  Indiana 
Railroad  Company,  of  Ohio,  and  the  Pan  Handle  Railroad  Company,  of 
Pennsylvania,  under  the  name  of  the  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company,  be  and  the  same  is  hereby  ratified  and  con¬ 
firmed,  and  the  said  agreement,  or  a  copy  thereof,  shall  be  filed  in  the 
office  of  the  Secretary  of  the  State,  and  the  several  corporations,  parties 
thereto,  shall  be  deemed  and  taken  to  be  one  corporation,  possessing, 
within  this  state,  all  the  rights,  privileges  and  franchises,  and  subject  to 
all  the  restrictions,  disabilities  and  duties  of  such  corporation  of  this 
state  so  consolidated. 

2.  The  said  consolidated  company  shall  be  subject  to  all  the  liabilities, 
of  whatever  nature,  of  each  of  the  companies  which  are  to  be  merged  or 
consolidated  therein:  Provided,  that  the  company  so  consolidated  shall 
not  discriminate  against  the  citizens  of  this  state  in  the  shipping  of  freight 
or  passengers. 


314  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


An  Act  to  Exempt  the  Pan  Handle  Railway  Company  from  the 
Second  Proviso  of  the  First  Section  of  an  Act,  Approved 
March  Twenty-fourth,  One  Thousand  Eight  Hundred  and 
Sixty-five,  entitled  “  An  Act  Supplementary  to  an  Act  Regu¬ 
lating  Railroad  Companies/’  Approved  February  Nineteenth, 
One  Thousand  Eight  Hundred  and  Forty-nine. 

Approved  March  23,  1868. 

Section  1.  That  the  second  proviso  of  the  first  section  of  the  act  ap¬ 
proved  March  twenty-fourth,  one  thousand  eight  hundred  and  sixty-five, 
entitled  “  An  act  supplementary  to  an  act  regulating  railroad  companies,” 
approved  February  nineteenth,  one  thousand  eight  hundred  and  forty- 
nine,  as  follows:  “And  provided  further,  that  nothing  in  this  act  con¬ 
tained  shall  be  taken  to  authorize  the  consolidation  of  any  company  or 
corporation  of  this  commonwealth  with  that  of  any  other  state  whose 
laws  shall  not  also  authorize  the  like  consolidation/'  shall  not  apply  to 
the  Pan  Handle  Railway  Company,  and  that  said  company  be  and  it  is 
hereby  exempted  from  the  same. 

Pennsylvania  Laws,  1868,  p.  423. 


DEED. 

William  J.  Howard  and  Wife  to  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company,  Conveying  the  Franchises  and 
Property  of  the  Pittsburgh  and  Steubenville  Railroad  Com¬ 
pany. 

Dated  March  3,  1876. 

To  all  to  whom  these  presents  shall  come,  William  J.  Howard  and 
Sophia  B.,  his  wife,  of  the  city  and  county  of  Philadelphia,  and  com¬ 
monwealth  of  Pennsylvania,  send  greeting: 

Whereas,  Thomas  McElrath,  trustee  in  a  certain  mortgage,  executed 
by  the  Pittsburgh  and  Steubenville  Railroad  Company  to  him,  in  trust 
for  the  holders  of  the  bonds  issued  thereunder,  did,  with  others,  file  a  bill 
in  equity  in  the  Supreme  Court  of  Pennsylvania,  praying,  for  reasons 
therein  set  forth: 

First.  That  the  said  mortgage,  dated  the  first  day  of  August,  one 
thousand  eight  hundred  and  fifty-six,  in  which  the  said  Thomas  McElrath 
was  named  as  trustee,  had  the  first  lien  on  the  premises  thereby  mort¬ 
gaged  or  therein  mentioned,  and  that  the  holders  of  the  bonds  thereby 
intended  to  be  secured  were  entitled  to  the  benefit  of  all  the  rights  and 
securities  thereby  given,  and  that  the  same  might  be  made  and  decreed 
to  be  effectual  and  valid  and  binding  upon  the  said  railroad,  its  tolls, 
property,  income  and  effects. 

Second.  That  the  amount  due  upon  the  said  bonds,  principal  and 
interest,  intended  to  be  secured  by  the  said  mortgage,  should,  at  such 
time  and  in  such  manner  as  the  court  might  direct,  be  ascertained  and 
determined. 

Third.  That  a  decree  should  be  entered,  directing  the  defendant,  the 
Pittsburgh  and  Steubenville  Railroad  Company,  to  pay  what  should 


CORPORATE  HISTORY. 


315 


appear  to  be  due  upon  taking  such  account  by  a  short  day  to  be  named 

by  the  court. 

Fourth.  That  in  default  of  such  payment,  it  should  be  decreed  that 
the  defendants,  and  all  persons  claiming  under  them,  should  be  absolutely 
barred  and  foreclosed  of  and  from  all  right  and  equity  of  redemption  in 
and  to  the  said  premises,  and  that  a  decree  should  be  entered  directing 
a  sale  of  the  whole  of  the  premises  mortgaged  or  intended  so  to  be,  at 
such  time  and  in  such  manner,  by  such  master  or  other  officer  or  person, 
and  the  purchase  money  thereof  to  be  paid,  or  adjusted  or  settled,  as 
the  court  might  direct,  appoint  and  deem  proper. 

And  whereas,  The  said  court,  after  proceedings  thereon,  according  to 
the  laws  of  the  commonwealth  of  Pennsylvania,  did,  after  hearing  all  the 
parties,  enter  a  decree,  on  the  twenty-ninth  day  of  May,  one  thousand 
eight  hundred  and  sixty-seven  (1867),  authorizing  and  ordering  the  said 
Thomas  McElrath  to  expose  to  sale,  by  public  vendue  or  outcry,  in  the 
city  of  Pittsburgh,  as  one  entire  lot,  “  the  railroad,  property,  estates, 
premises,  appurtenances  and  franchises  conveyed  by  said  mortgage  to  the 
said  Thomas  McElrath  named  therein,  including  all  the  estate,  right, 
title,  interest,  claim  and  demand  of  the  said  Pittsburgh  and  Steubenville 
Railroad  Company  of  and  in  that  portion  of  the  railroad  operated  and 
run  by  said  company,  through  their  lessees,  in  the  state  of  West  Vir¬ 
ginia,  between  the  boundary  line  of  the  state  of  Pennsylvania  at  the 
easterly  end,  and  the  river  Ohio  at  the  westerly  end,  which  passed  to 
him  under  and  by  force  of  the  terms  and  intent  of  said  mortgage;  ” 

And  whereas,  In  pursuance  of  said  decree,  said  McElrath  did,  on  the 
sixth  day  of  November,  one  thousand  eight  hundred  and  sixty-seven 
(1867),  expose  the  railroad,  and  property  and  franchises,  as  therein  de¬ 
scribed,  to  public  sale,  and  the  same  was  sold  on  that  day  to  the  said 
William  J.  Howard,  of  the  city  and  county  of  Philadelphia,  for  the  sum 
of  nineteen  hundred  and  sixty  thousand  dollars  ($1,960,000),  and  which 
said  sale,  having  been  reported  to  the  said  court,  was  finally  confirmed, 
and  on  the  twenty-ninth  day  of  November,  one  thousand  eight  hundred 
and  sixty-seven  (1867),  it  was  ordered  and  decreed  that  said  McElrath 
should  execute  and  deliver  a  deed,  or  other  good  and  sufficient  assurance 
of  title  in  the  law,  of  the  premises  to  said  purchaser  or  his  assigns; 

And  whereas,  The  said  McElrath  did,  by  his  formal  deed,  duly  exe¬ 
cuted,  acknowledged  and  delivered,  and  bearing  date  the  seventh  day  of 
December,  one  thousand  eight  hundred  and  sixty-seven  (1867),  convey 
to  the  said  William  J.  Howard,  his  heirs,  executors,  administrators  or 
assigns,  “  the  whole  of  the  railroad,  together  with  the  lands,  depots, 
depot  grounds  and  buildings,  situate  between  and  at  the  termini  of  the 
railway  of  the  Pittsburgh  and  Steubenville  Railroad  Company,  at  the 
city  of  Pittsburgh  and  the  boundary  line  of  the  state  of  West  Virginia, 
in  the  counties  of  Allegheny  and  Washington,  in  the  state  of  Pennsyl¬ 
vania,  and  also  all  the  property  and  franchises,  and  all  the  tolls,  issues, 
income  and  profits  of  the  said  company  derivable  from  the  use  of  or 
travel  on  their  said  road,  or  any  part  thereof;  and  also  all  the  cars, 
engines,  locomotives,  tenders,  horses,  and  other  things  used  in  the  busi¬ 
ness  or  management  of  the  said  railroad;  and  also  all  the  estate,  right, 


316  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

title,  interest,  claim  or  demand  of  the  said  company  of  and  in  that 
portion  of  the  railroad  operated  and  run  by  said  company,  through 
their  lessees,  in  the  state  of  West  Virginia,  between  the  boundary  line  of 
the  state  of  Pennsylvania  at  the  easterly  end,  and  the  river  Ohio  at  the 
westerly  end,  which  passed  to  the  said  Thomas  McElrath  under  and  by 
force  of  the  terms  and  intent  of  the  said  mortgage;  and  generally  all 
the  lands,  rights  of  way,  railways,  rails,  bridges,  culverts,  trestle  works, 
buildings,  structures,  machinery,  stations,  depots,  depot  grounds,  heredita¬ 
ments  and  appurtenances,  personal  estate  of  every  kind  and  description, 
corporate  rights  and  franchises,  granted,  assigned  and  conveyed  by  the 
said  mortgage  or  intended  so  to  be,”  as  in  and  by  reference  to  the  said 
recited  proceedings,  remaining  of  record  in  the  Supreme  Court  of  Penn¬ 
sylvania,  Western  District,  No.  42,  of  November  term,  1865,  and  in  the 
Eastern  District,  No.  49,  of  January  term,  1866,  and  to  said  deed,  as 
entered  and  recorded  in  the  office  of  the  prothonotary  of  said  court,  in 
and  for  the  Eastern  District,  Deed  Book,  J.  R.  S.,  No.  1,  pp.  213-235,  will 
more  fully  and  at  large  appear; 

And  whereas,  Said  William  J.  Howard,  in  becoming  such  purchaser  of 
the  said  railroad,  property  and  franchises,  was  the  representative  of  cer¬ 
tain  parties  and  persons,  who,  with  his  knowledge  and  assent,  afterwards, 
to  wit,  on  the  twenty-eighth  day  of  December,  one  thousand  eight  hun¬ 
dred  and  sixty-seven  (1867),  in  pursuance  of  the  act  of  Assembly  of  the 
commonwealth  of  Pennsylvania  in  such  case  made  and  provided,  organ¬ 
ized  a  new  corporation  under  the  name  of  “  The  Pan  Handle  Railway 
Company;  ” 

And  whereas,  All  the  moneys,  bonds  and  coupons  paid  and  delivered 
by  said  William  J.  Howard  for  and  on  account  of  said  purchase,  were  the 
moneys,  bonds  and  coupons  of  the  said  parties  and  persons  above  refer¬ 
red  to,  and  which  moneys,  bonds  and  coupons  were  represented  by  and 
returned  to  them  in  full  in  shares  of  the  capital  stock  of  the  said  Pan 
Handle  Railway  Company,  and  he  held  the  title  thus  vested  in  him  in 
trust  for  said  Pan  Handle  Railway  Company,  its  successors  and  assigns; 

And  whereas,  The  said  Pan  Handle  Railway  Company  did,  on  the 
fourth  day  of  March,  one  thousand  eight  hundred  and  sixty-eight  (1868), 
enter  into  an  agreement  with  the  Holliday’s  Cove  Railroad  Company,  a 
corporation  of  the  state  of  West  Virginia,  and  the  Steubenville  and 
Indiana  Railroad  Company,  a  corporation  of  the  state  of  Ohio,  by  the 
terms  of  which  the  said  several  companies  did  merge  and  consolidate 
their  capital  stock,  franchises  and  property,  under  the  laws  of  the  respec¬ 
tive  states,  into  one  corporation,  under  the  name  and  style  of  “  The 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,”  whereby  said 
last  named  company  became  entitled  to  all  the  rights,  property  and  fran¬ 
chises  of  the  said  Pan  Handle  Railway  Company,  and  among  other 
things  to  a  conveyance  of  the  title  so  held  in  trust  by  said  William  J. 
Howard: 

Now,  therefore,  know  ye,  That  for  the  purpose  of  completing  the  chain 
of  title  to  the  property  aforesaid,  and  in  consideration  of  the  premises, 
and  of  the  sum  of  one  dollar,  to  us  in  hand  paid  by  the  said  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company,  the  receipt  whereof  is 


CORPORATE  HISTORY. 


317 


hereby  acknowledged,  and  in  consideration  of  the  covenant  and  agree¬ 
ment  of  indemnity  on  the  part  of  the  said  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company,  as  hereinafter  set  forth,  we,  the  said  William 
J.  Howard  and  Sophia  B.,  his  wife,  do  hereby  grant,  bargain,  sell,  alien, 
enfeoff,  release  and  forever  quit  claim  unto  the  Pittsburgh,  Cincinnati 
and  St.  Louis  Railway  Company,  all  the  estate,  right,  title  and  interest 
whatsoever,  of,  in  and  to  the  railroad  property,  rights  and  franchises  so 
purchased  as  aforesaid,  and  as  hereinbefore  described  and  referred  to, 
which  passed  to  the  said  William  J.  Howard  under  and  by  virtue  of  the 
decree  of  said  Supreme  Court,  and  of  the  said  sale,  and  the  said  deed 
from  Thomas  McElrath,  dated  the  seventh  day  of  December,  one  thou¬ 
sand  eight  hundred  and  sixty-seven  (1867),  above  referred  to,  and  by 
each  of  them: 

To  have  and  to  hold  the  said  railroad  and  property,  rights  and  fran¬ 
chises,  extending  from  the  point  of  connection  with  the  railroad  of  the 
Pennsylvania  Railroad  Company,  known  as  the  Steubenville  extension 
thereof,  at  or  near  the  Washington  turnpike,  nearly  opposite  the  Monon- 
gahela  bridge,  in  the  borough  of  South  Pittsburgh  (now  in  the  city  of 
Pittsburgh),  and  commonwealth  of  Pennsylvania,  to  a  point  on  or  near 
the  easterly  bank  of  the  Ohio  river,  opposite  to  the  town  of  Steubenville, 
in  the  state  of  Ohio,  unto  the  Pittsburgh,  Cincinnati  and  St.  Louis  Rail¬ 
way  Company,  its  successors  and  assigns,  forever. 

And  we,  the  said  William  J.  Howard  and  Sophia  B.,  his  wife,  have 
made  and  executed,  and  do  make  and  execute,  this  present  grant  and 
conveyance,  upon  and  under  and  subject  to  the  condition,  that  the  said 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,  in  accepting 
the  same,  do  covenant  and  agree  to,  and  shall  and  will  indemnify  and 
save  harmless  and  defend  the  said  William  J.  Howard,  his  heirs,  exe¬ 
cutors  and  administrators,  from  time  to  time  and  at  all  times  hereafter, 
from  and  against  all  loss,  damage,  suits,  costs,  claims,  liabilities  and 
demands,  of  whatsoever  kind,  which  he  could,  may  or  might  in  any  way 
or  manner  suffer,  incur,  sustain  or  be  responsible  for,  for  or  by  reason 
of  or  in  connection  with  his  said  purchase  of  the  said  railroad,  property, 
rights  and  franchises. 

And  the  said  William  J.  Howard  hereby  covenants  with  the  said  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company,  its  successors  and 
assigns,  that  the  said  property  hereby  conveyed  is  unencumbered  by  any 
act  of  his. 

In  witness  whereof,  the  said  William  J.  Howard  and  Sophia  B.,  his 
wife,  have  hereunto  set  their  hands  and  seals,  this  third  day  of  March, 
1876. 

WILLIAM  J.  HOWARD,  [seal] 
SOPHIA  B.  HOWARD.  [seal] 

Sealed  and  delivered  in  the  presence  of 
J.  M.  HOWARD, 

HENRY  C.  SPACKMAN. 

Acknowledged  by  W.  J.  Howard  and  wife,  March  3,  1876,  before 
Henry  C.  Spackman,  notary  public  in  and  for  the  city  and  county  of 
Philadelphia,  Pa. 


3 1 8  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Recorded,  Allegheny  county,  Pa.,  September  22,  1876,  Deed  Book  360, 
page  1 17;  Washington  county,  November  9,  1877,  Deed  Book  I,  volume 
5,  page  72. 

FIRST  MORTGAGE. 

Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  to  J.  Edgar 
Thomson  and  George  W.  McCook,  Trustees. 

Dated  May  5,  1868. 

Securing  $10,000,000  of  bonds  of  $1000  each,  dated  August  1,  1868,  payable 
August  1,  1900,  bearing  7  per  cent,  interest. 

This  indenture,  made  and  concluded  this  the  fifth  day  of  May,  in  the 
year  of  our  Lord  one  thousand  eight  hundred  and  sixty-eight,  by  and 
between  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company, 
formed  by  consolidation  of  the  Pan  Handle  Railway  Company,  the 
Holliday’s  Cove  Railroad  Company,  and  the  Steubenville  and  Indiana 
Railroad  Company,  party  of  the  first  part,  and  John  Edgar  Thomson,  of 
Philadelphia,  in  the  commonwealth  of  Pennsylvania,  and  George  W. 
McCook,  of  Steubenville,  in  the  state  of  Ohio,  as  trustees,  parties  of  the 
second  part: 

Witnesseth,  That  the  party  of  the  first  part,  in  pursuance  of  the  articles 
of  consolidation,  under  which  the  several  railroads  constituting  the  line 
of  said  company  became  one  continuous  railway,  and  the  several  cor¬ 
porations  theretofore  existing  became  one  corporation,  and  particularly 
of  the  ninth  clause  of  said  agreement,  which  is  in  the  words  following: 

“  Ninth.  The  corporate  rights  of  each  of  the  companies  parties  hereto, 
merged  and  consolidated  into  those  of  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company,  shall,  as  to  the  issue  of  bonds  to  be  secured 
by  mortgage,  be  limited  to  ten  millions  of  dollars,  bearing  interest  not 
exceeding  seven  per  cent.,  and  the  directors  of  the  Pittsburgh,  Cincinnati 
and  St.  Louis  Railway  Company  are  hereby  authorized  to  exercise  said 
power  within  the  limit  aforesaid;  such  bonds,  when  issued,  to  be  for  the 
settlement  of  the  indebtedness  of  the  companies  [parties]  hereto,  with 
such  terms  and  conditions  respecting  the  same  as  the  directors  may  pre¬ 
scribe,  and  for  other  uses  and  purposes  of  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company.” 

And  by  authority  of  the  laws  of  the  several  states  through  which  said 
railway  passes,  and  of  the  proceedings  of  the  stockholders  of  said  com¬ 
pany,  and  of  the  resolutions  of  the  board  of  directors,  of  the  party  of 
the  first  part,  in  execution  of  said  agreement  of  consolidation,  and  of  all 
other  authority,  howsoever  existing,  and  for  and  in  consideration  of  the 
sum  of  one  dollar,  to  said  company  in  hand  paid  by  the  parties  of  the 
second  part,  and  for  the  purpose  of  securing  the  payment,  principal  and 
interest,  of  the  bonds,  to  be  issued  as  aforesaid,  and  hereby  secured,  have 
bargained  and  sold,  and  do  hereby  give,  grant,  bargain,  sell,  convey  and 
confirm,  unto  the  said  parties  of  the  second  part,  the  survivor  of  them, 
and  to  their  successors,  and  their  and  each  of  their  heirs,  and  their  and 
each  of  their  assigns,  in  execution  of  any  of  the  powers  hereby  granted 


CORPORATE  HISTORY. 


319 


and  conferred,  the  following  premises,  estates,  property,  rights  and  fran¬ 
chises,  that  is  to  say: 

The  railroad  of  the  party  of  the  first  part,  beginning  in  South  Pitts¬ 
burgh,  in  the  county  of  Allegheny,  in  Pennsylvania,  on  the  west  side  of 
the  Washington  turnpike,  at  the  west  end  of  the  “  Steubenville  extension  ” 
.of  the  Pennsylvania  Railroad,  and  connecting  therewith,  and  extending 
through  the  counties  of  Allegheny  and  Washington,  in  Pennsylvania,  to 
the  state  line  between  the  states  of  Pennsylvania  and  West  Virginia,  for¬ 
merly  the  property  of  the  Pan  Handle  Railway  Company,  and  connecting 
therewith  the  railroad  in  West  Virginia,  from  the  state  line  aforesaid, 
through  the  counties  of  Brooke  and  Hancock,  to  the  Ohio  river,  and 
including  the  bridge  and  railroad  thereupon  constructed  of  the  Holliday’s 
Cove  Railroad  Company,  and  by  means  of  which  the  said  road  extends 
across  said  river  into  the  state  of  Ohio;  but  subject,  as  to  said  bridge  and 
railroad  thereupon  constructed,  to  the  lease  thereof  by  said  last  named 
company  to  George  W.  McCook,  lessee,  dated  the  twenty-third  day  of 
January,  A.  D.  1863,  acknowledged  before  James  McCahen,  an  alderman 
of  the  city  of  Philadelphia,  and  duly  recorded  in  Brooke  county,  Vir¬ 
ginia,  and  Jefferson  county,  Ohio;  and  also  to  the  assignment  of  said 
lease,  made  by  said  McCook,  as  such  lessee,  to  John  Edgar  Thomson, 
trustee,  dated  the  24th  day  of  December,  A.  D.  1866,  and  recorded  in 
Brooke  county,  West  Virginia,  and  also  in  Jefferson  county,  Ohio,  in 
Lease  Record  No.  2,  pages  81  and  82. 

Also,  the  railroad  connecting  therewith  from  the  west  abutment  of  the 
said  railroad  bridge  over  the  Ohio  river,  at  Steubenville,  in  Jefferson 
county,  Ohio,  to  Newark,  in  Licking  county,  Ohio,  including  the  branch 
railroad  from  Cadiz  Junction  to  Cadiz,  in  Harrison  county,  formerly  the 
property  of  the  Steubenville  and  Indiana  Railroad  Company. 

Also,  the  undivided  half  of  the  Central  Ohio  Railroad,  from  the  con¬ 
nection  of  the  last  described  line  in  Newark,  to  and  into  the  city  of 
Columbus,  in  Ohio,  particularly  described  in  the  deed  thereof,  from  the 
Central  Ohio  Railroad  Company  to  the  Steubenville  and  Indiana  Rail¬ 
road  Company,  made  under  the  order  and  with  the  approval  of  the  Cir¬ 
cuit  Court  of  the  United  States,  sitting  in  the  Southern  District  in  Ohio, 
which  said  several  railroads,  now  consolidated  into  one,  form  a  con¬ 
tinuous  line  of  railroad  from  Pittsburgh,  in  Pennsylvania,  to  Columbus, 
in  Ohio: 

Together  with  all  the  branches,  additions,  sidings  and  turnouts  thereof, 
now  owned  or  that  may  hereafter  be  acquired,  and  all  lands,  rails,  bridges, 
wharves,  fences,  rights  of  way,  workshops,  machinery,  stations,  offices, 
depots,  depot  grounds,  engine  houses,  tracks,  and  all  lands,  tenements 
and  hereditaments  whatsoever,  of  the  party  of  the  first  part,  now  owned 
or  that  may  hereafter  be  acquired,  which  are  now,  or  may,  at  any  time 
hereafter,  be  used  for  the  purpose  of  operating  the  said  railroad,  or  for 
the  business  thereof,  between  South  Pittsburgh  and  Columbus  aforesaid; 
and  together  with  all  the  rolling  stock,  materials  and  furniture  of  the 
party  of  the  first  part,  now  owned  or  that  may  hereafter  be  acquired, 
as  appurtenant  to,  and  in  or  for  use  upon,  or  for  the  business  of  the 
aforesaid  railroad;  and  together  with  all  the  corporate  rights,  privileges 


320  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

• 

and  franchises  of  said  party  of  the  first  part,  now  owned  or  that  may 
hereafter  be  acquired,  connected  with  or  relating  to  the  said  railroad, 
between  South  Pittsburgh  and  Columbus  aforesaid;  and  together  with  all 
the  streets,  ways,  alleys,  passages,  waters,  water  courses,  easements,  rights, 
liberties,  privileges,  hereditaments  and  appurtenances  whatsoever,  and 
estates  belonging  or  appertaining,  or  to  belong  or  appertain,  and  the 
reversions  and  remainders,  rents,  issues  and  profits  thereof. 

And  all  the  estate,  right,  title,  interest,  property,  claim  and  demand,  of 
every  nature  and  kind  whatsoever,  of  the  said  party  of  the  first  part,  now 
owned  and  that  may  hereafter  be  acquired,  as  well  at  law  as  in  equity,  of, 
in  and  to  the  same,  and  every  part  and  parcel  thereof: 

To  have  and  to  hold  the  same,  with  the  privileges  and  appurtenances, 
unto  the  parties  of  the  second  part,  as  trustees  for  the  persons  who  may 
become  the  holders  of  the  bonds  hereinafter  described,  and  to  the  sur¬ 
vivor  of  them,  and  to  their  successors  or  successor,  who,  in  the  event  of 
death,  disability,  declination  or  removal,  may  be  appointed  to  succeed 
them  in  preserving  the  trust  for  the  beneficiaries  thereof,  and  their  and 
each  of  their  heirs,  and  the  assigns  of  them  and  each  of  them,  in  execu¬ 
tion  of  any  of  the  powers  hereby  granted,  and  trusts  hereby  established, 
forever. 

And  the  party  of  the  first  part,  for  itself,  its  successors  and  assigns, 
hereby  covenants  with  the  parties  of  the  second  part,  the  survivor  of 
them,  their  and  each  of  their  successors,  and  their  and  each  of  their  heirs 
and  assigns,  that  the  party  of  the  first  part  is  lawfully  seized  of  the  estate, 
premises,  property  and  franchises  herein  described,  and  hereby  under¬ 
taken  to  be  conveyed,  and  has  good  right  and  lawful  authority  to  execute 
this  conveyance  and  mortgage,  and  that  it  will  warrant  and  defend  the 
same  unto  the  parties  of  the  second  part,  the  survivor  of  them,  and  his 
and  their  successor  and  successors,  and  each  of  their  heirs  and  assigns, 
forever,  against  all  lawful  claims  and  demands  whatsoever;  and  the  said 
party  of  the  first  part  also  covenants  with  the  parties  of  the  second  part, 
as  aforesaid,  that  it  will,  at  any  time  in  the  future,  and  from  time  to  time, 
as  demanded,  execute  any  further  assurance  or  assurances  in  succession, 
which  may  be  necessary,  or  may  be  advised  by  counsel,  to  said  trustees, 
or  any  successor  or  successors,  as  well  of  the  premises  herein  conveyed 
as  of  any  after  acquired  property,  appurtenant  to  said  railroad,  between 
South  Pittsburgh  and  Columbus,  as  aforesaid.  But  this  deed  is  upon 
trust,  and  is  subject  to  defeasance  upon  conditions  as  follows,  that  is  to 
say: 

The  said  the  party  of  the  first  part  has  ordered  to  be  issued  and  dis¬ 
posed  of,  for  the  purpose  of  retiring  the  bonds  issued  by  the  Pan  Handle 
Railway  Company,  the  Holliday’s  Cove  Railroad  Company,  and  the  Steu¬ 
benville  and  Indiana  Railroad  Company,  the  several  corporations  here¬ 
tofore  existing,  and  now  consolidated  into  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company,  party  of  the  first  part,  and  for  the  other 
purposes  of  said  party  of  the  first  part,  in  pursuance  of  said  agreement 
of  consolidation,  bonds  of  said  company,  for  ten  millions  of  dollars,  each 
bond  for  the  sum  of  one  thousand  dollars,  and  numbered  from  one  to 
ten  thousand,  inclusive,  each  dated  on  the  first  day  of  August,  A.  D.  1868, 


CORPORATE  HISTORY. 


321 


bearing  interest  at  the  rate  of  seven  per  centum  per  annum,  payable  semi¬ 
annually,  on  the  first  days  of  February  and  August,  A.  D.  1869,  and  on  the 
first  days  of  February  and  August  in  each  year  hereafter,  at  the  office  of  the 
Pennsylvania  Railroad  Company,  in  the  city  of  Philadelphia,  according 
to  the  coupons  annexed  to  said  bonds,  and  the  principal  payable  to  John 
Edgar  Thomson  and  George  W.  McCook,  or  bearer,  on  the  first  day  of 
August,  in  the  year  of  our  Lord  nineteen  hundred.  Each  bond  bearing 
a  certificate  signed  by  the  trustees  herein,  and  they  are  on  an  equality  as 
to  lien  and  security,  without  regard  to  date  of  issue  by  the  company. 

Now,  if  said  company  shall  promptly  pay  the  principal  of  said  bonds  at 
maturity,  and  in  the  meantime  shall  pay  the  interest  thereof,  as  the  same 
becomes  due  semi-annually,  and  shall  pay  all  lawful  taxes,  so  as  to  pre¬ 
vent  the  estate  hereby  granted  and  pledged  from  peril  of  sale  or  forfeiture 
for  non-payment  of  taxes,  then  these  presents  shall  become  void  and  of  no 
effect,  and  the  estate  hereby  granted  shall  determine,  but  otherwise  to 
remain  in  full  force  and  virtue  in  law. 

And  for  more  full  and  distinct  expressions  of  the  trusts  hereby  created, 
and  in  definition  of  the  obligations  imposed  upon  said  trustees,  it  is 
hereby  declared,  agreed  and  covenanted,  by  and  between  the  parties 
hereto,  the  said  party  of  the  first  part  covenanting  as  well  for  itself  as 
its  successors  and  assigns,  and  the  parties  of  the  second  part  covenanting 
as  well  for  themselves  as  their  successor  or  successors  in  said  trust,  in 
manner  following,  that  is  to  say: 

First.  That  inasmuch  as  exchange  of  the  bonds  heretofore  issued  by 
the  several  companies  now  consolidated,  or  purchases  thereof,  for  the 
purpose  of  retiring  the  same,  cannot  be  effected  at  one  time,  it  is  ex¬ 
pressly  agreed  and  understood  that  the  said  bonds,  when  exchanged  for 
or  purchased  with  the  proceeds  of  bonds  issued  under  this  mortgage, 
shall  not  be  canceled  or  extinguished  until  all  of  the  same  are  so  ex¬ 
changed  or  purchased,  without  the  consent  and  approval  of  the  trustees 
herein,  for  the  time  being,  expressed  in  writing,  but  said  trustees  shall 
be  entitled  to  retain  the  same  for  the  protection  of  the  holders  of  the 
bonds  under  this  mortgage,  as  fully  and  effectually,  in  law  and  equity, 
as  the  parties  who  exchanged  or  sold  said  bonds  could  have  held  the 
same  previously  to  the  exchange  or  sale  thereof;  and  said  trustees,  as 
the  holders  of  said  bonds,  shall  have  the  same  right  to  resort  to  the 
remedies  and  securities  provided  for  their  protection  and  payment  by  the 
companies  issuing  the  same,  as  the  holders  of  similar  bonds  may  or 
could  have,  who  decline  or  refuse  to  sell  or  exchange  the  same.  And  the 
exchange  and  purchase  of  said  bonds  is  commenced  in  faith  and  reliance 
in  this  provision  for  the  purpose  of  securing  equality  between  the  holders 
of  the  bonds  issued  as  aforesaid. 

Second.  That  if  the  party  of  the  first  part  hereto,  its  successors  and 
assigns,  shall,  at  any  time  hereafter,  after  demand  made,  make  default,  or 
refuse,  neglect  or  omit,  for  any  period  exceeding  six  months,  to  pay  the 
semi-annual  interest  on  the  bonds  intended  to  be  hereby  secured,  or  any 
of  them;  or  shall,  after  demand  made,  make  default,  or  refuse,  neglect  or 
omit,  for  any  period  exceeding  six  months,  to  pay  the  principal  sum  of 
each  and  all  of  the  said  bonds  intended  to  be  hereby  secured,  or  any  of 
them,  when,  and  as  the  same  become  due  and  payable,  then,  and  in  either 


21 


322  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

such  case,  the  said  trustees  or  trustee,  for  the  time  being,  shall  and  will, 
upon  the  written  request  of  holders  of  one-fourth  in  amount  of  the  said 
bonds  then  outstanding,  enter  upon  and  take  possession  of  the  railroad, 
estates,  real  and  personal,  and  premises  hereby  mortgaged,  or  agreed  or 
intended  so  to  be,  and  shall  and  will,  thereupon,  operate,  use,  manage 
and  control  the  said  railroad,  estates,  real  and  personal,  and  premises, 
possession  of  which  may  be  so  taken,  to  the  best  advantage,  and  appro¬ 
priate  the  net  income  and  proceeds  derived  therefrom  (after  deducting 
the  expenses  of  this  trust,  and  such  sum  or  sums  as  may  be  sufficient  to 
indemnify  the  trustees  or  trustee,  for  the  time  being,  against  any  liability, 
loss  or  damage,  for  or  on  account  of  any  matter  or  thing  done,  by  them 
or  him,  in  good  faith,  in  pursuance  of  their  or  his  duty  as  trustees  or 
trustee)  to  the  payment  in  full,  without  giving  preference,  priority  or 
distinction  to  one  bond  over  another;  firstly,  of  the  interest  due  on,  and 
secondly,  of  the  principal  of  all  of  the  aforesaid  bonds  then  outstanding 
and  intended  to  be  hereby  secured,  in  full,  if  the  said  income  and  pro¬ 
ceeds  be  sufficient;  but  if  not,  then  pro  rata;  or  the  said  trustees  or 
trustee  shall  and  will,  after  or  without  entering  upon  or  taking  such 
possession,  upon  the  written  request  of  holders  of  a  like  amount  of  said 
bonds  then  outstanding,  proceed  to  sell  the  railroad,  estates,  real  and 
personal,  corporate  rights  and  franchises,  and  premises  hereby  mort¬ 
gaged,  or  agreed  or  intended  so  to  be,  to  the  highest  and  best  bidder, 
at  public  sale,  in  the  town  of  Steubenville,  Ohio  (first  giving  at  least 
three  months’  notice  of  such  intended  sale,  by  publication,  to  be  made 
in  at  least  one  daily  newspaper  published  in  each  of  the  said  cities  of 
Philadelphia,  Pittsburgh  and  Steubenville),  and  grant  and  convey  the 
same  to  the  purchaser  or  purchasers,  freed  from  all  and  every  the  trusts 
hereby  created,  and  without  liability  to  see  to  the  application  of  the  pur¬ 
chase  money,  and  shall  and  will  appropriate  the  purchase  money,  after 
deductions  made  for  expenses  of  the  trust,  and  indemnity  to  the  trustees 
or  trustee,  as  aforesaid,  to  the  payment,  as  aforesaid,  firstly,  of  the  in¬ 
terest  due  on,  and  secondly,  of  the  principal  of  the  said  outstanding  bonds 
in  full,  if  said  purchase  money  be  sufficient;  but  if  not,  then  pro  rata;  and 
in  the  event  of  there  being  in  the  hands  of  the  said  trustees  or  trustee,  any 
portion  of  the  trust  estate,  or  the  proceeds  thereof,  after  the  payment  in 
full  of  the  principal  and  interest  of  the  aforesaid  bonds,  then  the  said 
trustees  or  trustee  shall  reconvey,  retransfer,  or  pay  over  the  same  to  the 
party  of  the  first  part,  its  successors  and  assigns,  for  its  sole  use  and 
benefit. 

It  being  distinctly  understood  and  agreed,  that  in  the  event  of  any  such 
entry  upon,  or  taking  possession  of,  the  railroads,  estates,  real  and  per¬ 
sonal,  and  premises  hereby  mortgaged,  or  agreed  or  intended  so  to  be, 
or  in  the  event  of  any  sale  thereof  by  the  said  trustees  or  trustee  for  the 
time  being,  as  hereinbefore  mentioned,  then,  and  in  either  such  case,  the 
whole  principal  sum  of  each  and  all  of  the  said  bonds  then  outstanding, 
and  intended  to  be  hereby  secured,  shall  forthwith  become  due  and  pay¬ 
able. 

Third.  That  it  shall  and  may  be  lawful  for  the  said  party  of  the  first 
part,  their  successors  or  assigns,  by  and  with  the  consent  and  approval, 
in  writing,  of  the  said  trustees  or  trustee  for  the  time  being,  at  any  time 


CORPORATE  HISTORY. 


323 


or  times  hereafter,  to  exchange  for  other  property,  or  to  sell  any  part  of 
the  hereby  mortgaged  estates  and  premises  not  needed  or  required  for 
the  purpose  of  the  operation  and  uses  of  the  said  railroad,  free  and  clear 
from  the  lien  or  incumbrance  of  these  presents,  and  to  convey  the  same 
without  liability  on  the  part  of  the  grantee  for  the  disposition  made  of 
the  price  paid,  or  property  received  in  exchange;  provided,  however,  that 
the  proceeds  of  any  sale  so  made,  shall,  at  the  option  of  said  party  of  the 
first  part,  be  invested  by  them,  either  in  the  improvement  of  any  remain¬ 
ing  part  of  the  mortgaged  premises,  or  in  the  purchase,  by  said  party  of 
the  first  part,  of  other  property,  real  or  personal,  which  property,  so 
purchased,  as  also  any  that  may  be  acquired  in  exchange,  as  aforesaid, 
by  the  party  of  the  first  part,  shall  be  subject  to  all  the  trusts  hereby 
declared  (including  that  of  sale  and  exchange)  of  the  property  in  this 
indenture  described,  and  shall  be  conveyed  in  mortgage  by  the  party  of 
the  first  part,  to  the  said  trustees  or  trustee  for  the  time  being,  to  be  so 
held;  or  in  the  purchase  of  bonds  hereby  secured,  which  bonds,  so  pur¬ 
chased,  shall  be  forthwith  canceled  and  delivered  to  the  parties  of  the 
second  part. 

Fourth.  That  in  the  event  of  the  death,  resignation,  neglect,  refusal, 
or  incapacity  to  act,  of  the  trustees  herein  named,  or  either  of  them,  or 
any  successors  or  successor  in  the  trust,  then  the  party  of  the  first  part 
hereto,  shall  have  full  power  and  authority  to  nominate  and  appoint  new 
trustees  or  trustee,  for  the  purpose  of  filling  the  vacancies  so  caused,  and 
supplying  the  place  of  such  trustees  or  trustee  so  dying,  resigning,  neglect¬ 
ing,  refusing,  or  becoming  incapable  to  act;  and  the  said  trustees  or 
trustee  so  nominated  and  appointed,  shall  take  upon  themselves  or  him¬ 
self  the  same  trusts,  and  have  the  same  powers,  and  be  subject  to  all  the 
stipulations  and  conditions  of  this  indenture;  and  which  trusts,  powers, 
stipulations  and  conditions  it  is  hereby  agreed  and  declared,  shall  extend 
to  and  be  performed  and  executed  by  such  newly  appointed  trustees  or 
trustee,  as  they  can,  or  may,  or  could,  or  might  be,  by  the  parties  named 
herein  as  parties  of  the  second  part;  and  the  like  nomination  and  appoint¬ 
ment  shall  and  may  be  made  and  carried  into  effect  in  like  manner,  and 
as  often,  from  time  to  time,  as  there  may  be  occasion  therefor,  and  with 
the  same  effect  as  before  mentioned. 

Fifth.  And  it  is  hereby  further  covenanted  and  agreed,  as  aforsaid, 
and  this  trust  is  accepted  upon  the  express  conditions,  that  said  trustees 
shall  not,  nor  shall  any  future  trustees  or  trustee,  incur  any  liability  of 
responsibility  whatever,  in  consequence  of  permitting  or  suffering  said 
party  of  the  first  part  to  retain  or  be  in  possession  of  the  railroads,  es¬ 
tates  and  premises  hereby  mortgaged,  or  agreed  or  intended  so  to  be, 
or  any  part  thereof,  and  to  use  and  enjoy  the  same,  nor  shall  said  trus¬ 
tees,  or  any  future  trustees  or  trustee,  be  or  become  responsible  or  liable 
for  any  destruction,  deterioration,  determination,  loss,  injury  or  damage, 
which  may  be  done  or  occur  to  the  railroads  and  estates  hereby  mort¬ 
gaged,  or  agreed  or  intended  so  to  be,  either  by  said  party  of  the  first 
part,  or  its  agents  or  servants,  or  by  any  other  person  or  persons  whom¬ 
soever;  nor  shall  any  other  trustees  or  trustee,  present  or  future,  be  in 
any  way  responsible  for  the  consequences  of  any  breach  on  the  part  of 
the  party  of  the  first  part,  of  any  of  the  covenants  herein  contained,  nor 


324  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

of  any  act  of  said  party  of  the  first  part,  its  agents  or  servants,  nor  shall 
the  said  trustees  or  trustee,  present  or  future,  become  liable  or  respon¬ 
sible  for  any  cause,  matter  or  thing,  except  their  or  his  own  willful  and 
intentional  breaches  of  the  trust  herein  expressed  and  contained. 

In  testimony  whereof,  the  said  the  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company  has  caused  these  presents  to  be  signed  by  its 
president,  and  hath  hereto  affixed  its  corporate  seal,  attested  by  the  sec¬ 
retary  of  said  company,  this  the  day  and  year  first  above  written. 

By  THOS.  L.  JEWETT,  President. 

Attest: 

J.  G.  MORRIS,  Secretary. 

Signed,  sealed  and  delivered  in  our  presence: 

A.  J.  McDOWELL. 

M.  C.  SPENCER. 

Acknowledged  by  Thos.  L.  Jewett,  president,  before  E.  M.  Hamilton, 
notary  public  in  and  for  Jefferson  county,  Ohio,  May  11,  1868. 

Each  bond  hereby  secured,  chargeable  as  issued,  with  one  dollar  stamp. 
No  other  stamp  duty  required. 

KENT  JARVIS,  [seal] 
Collector,  17th  District,  Ohio. 

We  do  hereby  accept  the  foregoing  trust. 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals,  this 
the  nineteenth  day  of  May,  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  sixty-eight  (1868). 

J.  EDGAR  THOMSON,  [seal] 

Witnesses  present:  GEO  W.  McCOOK.  [seal] 

HENRY  C.  SPACEMAN, 

G.  B.  ROBERTS. 

Recorded  in  the  state  of  Pennsylvania,  Allegheny  county,  book  81, 
page  488,  June  3,  1868;  Washington  county,  book  3,  page  422,  June  19, 
1868:  state  of  West  Virginia,  Brooke  county,  book  21,  page  175,  May  26, 
1868;  Hancock  county,  book  B,  page  210,  June  2,  1868;  state  of  Ohio, 
Jefferson  county,  book  9,  page  598,  May  25,  1868;  Harrison  county,  book 
D,  page  1 19,  June  4,  1868;  Tuscarawas  county,  book  10,  page  196,  June 
18,  1868;  Licking  county,  book  17,  page  362,  June  2,  1868;  Coshocton 
county,  book  7,  page  284,  July  2,  1868;  Muskingum  county,  book  32, 
page  1 14,  July  22,  1868;  Franklin  county,  book  29,  page  401,  June  12,  1868. 

FORM  OF  COUPON  BOND  SECURED  BY  THE  FOREGOING  MORTGAGE. 

No.  - . 

United  States  of  America. 

Secured  by  mortgage  loan  of  $10,000,000 

$1000. 

Seven  per  cent.  bond. 

$1000.  $1000. 

The  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company. 

Know  all  men  by  these  presents,  that  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company  acknowledges  itself  to  be  indebted,  for 


{ 


SEAL 

P.,C.&St. 
L.  Ry.  Co. 


CORPORATE  HISTORY. 


325 


value  received,  in  the  sum  of  one  thousand  dollars,  lawful  money  of  the 
United  States,  to  John  Edgar  Thomson  and  George  W.  McCook,  trustees, 
or  bearer,  which  sum  the  said  company  binds  itself  to  pay  to  said  trus¬ 
tees  or  bearer,  at  the  office  of  the  Pensylvania  Railroad  Company,  in 
the  city  of  Philadelphia,  on  the  first  day  of  August,  in  the  year  of  our 
Lord  1900;  and  also  interest  thereon  at  the  rate  of  seven  per  centum  per 
annum,  semi-annually,  on  the  first  days  of  February  and  August  in  the 
year  1869,  and  on  the  same  days  in  each  and  every  year  ensuing  on  the 
presentation  of  the  proper  coupon  at  the  office  of  the  Pennsylvania  Rail¬ 
road  Company  in  the  city  of  Philadelphia,  until  the  principal  sum  shall 
become  due  and  be  paid. 

This  bond  is  issued  upon  the  security  of  a  mortgage  upon  the  railroad 
of  said  company,  its  property,  franchises,  privileges  and  appurtenances 
from  the  south  side  of  the  Monongahela  river,  opposite  the  city  of  Pitts¬ 
burgh,  in  Pennsylvania,  to  the  city  of  Columbus,  in  Ohio,  as  specified 
particularly  in  said  mortgage  bearing  date  the  fifth  day  of  May,  A.  D. 
1868. 

Witness  the  corporate  seal  of  said  company  and  the  signatures  of  the 
president  and  secretary  at  Steubenville,  Ohio,  this  first  day  of  August, 
A.  D.  1868. 

- ,  President. 

- ,  Secretary. 


trustees’  certificate. 

This  is  one  of  ten  thousand  bonds,  of  like  tenor  and  amount,  issued  by 
the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,  and  is  pro¬ 
tected  by  a  mortgage,  duly  executed  by  said  company  to  John  Edgar 
Thomson  and  George  W.  McCook,  trustees,  and  delivered  to  us  and 

recorded. 


Trustees. 


COUPONS  ANNEXED  TO  BOND. 

$35.  Warrant  for  thirty-five  dollars.  $35. 

Being  half-yearly  interest  on  bond  No.  -  of  the  Pittsburgh,  Cin¬ 

cinnati  and  St.  Louis  Railway  Company,  payable  at  the  office  of  the 
Pennsylvania  Railroad  Company  in  Philadelphia. 

- ,  Secretary. 


FORM  OF  REGISTERED  BOND. 

LTiited  States  of  America. 

Registered  Bond  No. - .  .  $1000 

Exchanged  for  Coupon  Bond  No.  - . 

States  of  Pennsylvania,  West  Virginia  and  Ohio. 

Registered  bond. 

The  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company. 

* 

Know  all  men  by  these  presents,  That  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company  acknowledges  itself  to  be  indebted,  for 
value  received,  in  the  sum  of  one  thousand  dollars,  lawful  money  of  the 


326  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

United  States,  to  the  registered  holder  hereof,  which  sum  the  said  com¬ 
pany  binds  itself  to  pay  to  the  order  of  the  said  registered  owner  hereof, 
or  to  the  legal  representative  of  such  registered  owner,  at  the  office  of  the 
Pennsylvania  Railroad  Company  in  the  city  of  Philadelphia,  on  the  first 
day  of  August,  in  the  year  of  our  Lord  nineteen  hundred,  with  interest 
thereon  at  the  rate  of  seven  per  centum  per  annum,  payable  at  the  said 
office,  semi-annually,  on  the  first  day  of  February  and  of  August  in 
each  year,  to  the  registered  owner  hereof,  as  shown  on  the  books  of 
the  said  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company. 

This  bond  is  issued  in  lieu  of  and  in  exchange  for  coupon  bond  No. 

- ,  which  has  been  taken  up  and  cancelled  in  pursuance  of  the 

resolution  of  the  board  of  directors  authorizing  such  exchange,  and  the 
legal  holder  hereof  is  entitled  to  all  the  security,  liens,  protection  and 
rights  under  or  arising  from  the  mortgage  upon  the  railway  property, 
franchises,  rights  and  privileges  of  the  said  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company,  executed  to  John  Edgar  Thomson  and 
George  W.  McCook,  trustees,  bearing  date  the  fifth  (5th)  day  of  May, 
A.  D.  eighteen  hundred  and  sixty-eight,  delivered  to  them  and  duly 
recorded  in  said  several  states  in  which  George  B.  Roberts  and  John  D. 
Taylor  have,  by  appropriate  action  on  the  part  of  said  company,  in  pur¬ 
suance  of  the  terms  of  said  mortgage,  been  substituted  as  trustees  in 
place  of  John  Edgar  Thomson  and  George  W.  McCook,  deceased. 

This  bond  shall  pass  only  by  transfer  in  legal  form  on  the  books  of 
said  company,  kept  for  that  purpose  at  the  office  of  the  Pennsylvania 
Railroad  Company  in  Philadelphia,  and  such  transfer  shall  be  made  by 
the  last  registered  owner  in  person  or  by  attorney,  duly  constituted  and 
shall  be  endorsed  hereon. 

This  bond  shall  not  be  valid  until  the  certificate  of  cancellation  and 
exchange  endorsed  hereon  is  signed  by  the  trustees.  In  witness  whereof 
the  said  company  has  caused  these  presents  to  be  sealed  with  its  cor¬ 
porate  seal  and  the  same  to  be  signed  by  its  president  and  secretary, 
this  day  of  ,  A.  D.,  eighteen  hundred  and 

- ,  President. 

Attest: - ,  Secretary. 

(On  back  of  bond.) 

Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company. 

$1000.  $1000. 

Registered  bond  No.  - ,  issued  in  exchange  for  coupon  bond  No. 

- .  Secured  by  mortgage  dated  May  5,  1868;  due  August  1,  1900, 

interest  payable  February  1st  and  August  1st. 

Coupon  bond  No.  -  of  the  Pittsburgh,  Cincinnati  and  St.  Louis 

Railway  Company,  secured  by  mortgage  dated  May  5th,  1868,  with  all 
coupons  for  interest  thereon  falling  due  on  the  first  day  of 
A.  D.  18 — ,  and  thereafter,  has  been  presented  to  us  fully  cancelled,  and 
thereupon  we  certify  this  registered  bond  as  issued  in  lieu  of  and  ex¬ 
change  for  said  cancelled  bond  and  coupon. 


Trustees. 


CORPORATE  HISTORY. 


327 


SECOND  MORTGAGE. 

Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  10  Josiaii 
Bacon  and  Albert  Hewson,  Trustees. 

Dated  April  1,  1873. 

Securing  $5,000,000  of  bonds  of  $1000  each,  dated  April  1,  1873,  payable 
April  1,  1913,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  first  day  of  April,  Anno  Domini  one  thou¬ 
sand  eight  hundred  and  seventy-three  (1873),  between  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company,  a  corporation  formed  by 
the  consolidation  of  the  Pan  Handle  Railway  Company,  the  Holliday’s 
Cove  Railroad  Company,  and  the  Steubenville  and  Indiana  Railroad 
Company,  party  of  the  first  part,  and  Josiah  Bacon  and  Albert  Hewson, 
of  the  city  of  Philadelphia,  and  state  of  Pennsylvania,  as  trustees,  parties 
of  the  second  part: 

Whereas,  The  party  of  the  first  part,  in  pursuance  of  articles  of  con¬ 
solidation,  duly  made  and  executed  between  the  several  companies  afore¬ 
said,  became  one  corporation,  and  the  several  railroads  constituting  the 
line  of  said  company  became  one  continuous  railway; 

And  whereas,  In  pursuance  of  the  authority  conferred  upon  said  com¬ 
pany  by  the  laws  of  the  several  states  through  which  said  railway  passes, 
the  stockholders  of  the  said  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company,  at  a  general  meeting  of  the  same,  held  in  the  city  of  Steuben¬ 
ville,  state  of  Ohio,  on  the  eighteenth  day  of  March,  Anno  Domini  one 
thousand  eight  hundred  and  seventy-three,  adopted  the  following  pre¬ 
amble  and  resolutions: 

Whereas,  It  being  made  to  appear  to  this  meeting  of  stockholders,  from 
the  report  of  the  board  of  directors,  this  day  read,  that  there  is.  a  large 
unadjusted  floating  debt  outstanding,  for  which  this  company  is  liable, 
and  it  being  made  to  appear,  also,  from  the  report  of  said  board  of 
directors,  that  this  company  has  no  available  assets  out  of  which  said 
indebtedness  can  be  paid,  or  otherwise  satisfied,  in  view  of  which,  and 
the  additional  facilities  needed,  from  time  to  time,  for  the  increasing 
business  of  the  road,  said  board  of  directors  recommend  the  placing  upon 
the  property  of  this  company  of  a  second  mortgage,  to  secure  the  pay¬ 
ment  of  five  millions  of  dollars  ($5,000,000),  to  be  represented  by  bonds 
bearing  interest  at  the  rate  of  seven  (7)  per  centum  per  annum,  payable 
semi-annually,  and  maturing  forty  (40)  years  after  date,  and  payable  at 
such  place  as  the  board  may  determine. 

Resolved,  That  the  board  of  directors  are  hereby  authorized  to  make 
and  execute  such  mortgage  and  bonds,  and  use  the  same  in  the  mode  and 
manner  as  may  be  designated  in  the  resolutions  of  said  board,  for  the 
purpose  of  adjusting  the  floating  indebtedness  of  the  company,  and  pro¬ 
viding  additional  equipment,  and  other  facilities  needed,  from  time  to 
time,  for  the  increasing  business  of  the  company. 

And  whereas,  At  a  meeting  of  the  board  of  directors  of  the  said  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company,  held  on  the 
day  of  ,  Anno  Domini  one  thousand  eight  hundred  and 

seventy-three,  it  was  resolved  as  follows: 


328  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

First.  That  in  pursuance  of  the  authority  conferred  by  the  resolutions 
of  the  stockholders,  under  date  of  the  eighteenth  day  of  March,  one 
thousand  eight  hundred  and  seventy-three,  and  of  all  other  authority  them 
in  that  behalf  enabling,  this  company  does  now  make  and  execute  its 
coupon  bonds  for  the  sum  of  five  millions  of  dollars,  in  sums  of  one 
thousand  dollars  each,  payable  to  W.  H.  Barnes,  or  bearer,  to  be  dated 
the  first  day  of  April,  one  thousand  eight  hundred  and  seventy-three, 
maturing  forty  years  after  date,  and  bearing  interest  at  the  rate  of  seven 
per  centum  per  annum,  payable  semi-annually;  the  principal  and  interest 
of  said  bonds  to  be  payable,  free  of  taxes,  at  the  office  of  the  Pennsylvania 
Railroad  Company,  in  the  city  of  Philadelphia. 

Second.  That  to  secure  the  payment  of  the  said  bonds  this  company 
do  make,  execute  and  deliver  to  Josiah  Bacon  and  Albert  Hewson,  of 
the  city  of  Philadelphia,  as  mortgagees  in  trust,  a  mortgage  of  the  rail¬ 
ways,  real  and  personal  estate,  and  corporate  franchises  of  the  company; 
subject,  however,  to  the  prior  lien  of  the  mortgage  made  and  executed 
to  secure  the  bonds  of  the  company  heretofore  issued,  to  the  amount  of 
ten  millions  of  dollars. 

Third.  That  the  following  certificate  be  placed  upon  each  of  said 
bonds: 

“  This  bond  is  one  of  a  series  of  five  thousand  bonds,  Nos.  1  to  5000, 
of  like  tenor  and  date,  secured  by  the  mortgage  herein  referred  to,  duly 
executed,  recorded  and  delivered  by  said  company,  under  date,  April  1* 
1873,  to  the  trustees  therein  named, 

Trustees, 

And  whereas,  In  pursuance  of  the  authority  hereinbefore  recited,  and 
of  all  and  every  legal  power  in  them  vested,  the  said  company,  party  of 
the  first  part,  propose  forthwith  to  make  and  execute  its  bonds,  for  the 
sum  of  five  millions  of  dollars,  that  is  to  say,  five  thousand  bonds,  to  be 
numbered,  consecutively,  from  one  to  five  thousand,  inclusive,  each  bond 
to  be  for  the  sum  of  one  thousand  dollars,  payable  to  W.  H.  Barnes,  of 
the  city  of  Pittsburgh,  or  bearer,  with  coupons  for  interest  attached,  to 
be  dated  on  the  first  day  of  April,  Anno  Domini  one  thousand  eight  hun¬ 
dred  and  seventy-three,  and  be  made  payable  on  the  first  day  of  April, 
Anno  Domini  one  thousand  nine  hundred  and  thirteen,  and  to  bear  in¬ 
terest  at  the  rate  of  seven  per  centum  per  annum,  payable  semi-annually, 
on  the  first  days  of  April  and  October,  in  each  year,  on  the  delivery  of 
the  coupons  therefor;  the  principal  and  interest  of  said  bonds  to  be  pay¬ 
able  at  the  office  of  the  Pennsylvania  Railroad  Company,  in  the  city  of 
Philadelphia,  free  of  all  taxes; 

And  whereas,  The  said  party  of  the  first  propose  to  make,  execute 
and  deliver  to  the  said  Josiah  Bacon  and  Albert  Hewson,  as  mortgagees  in 
trust,  a  mortgage  of  the  railways,  real  and  personal  estate,  and  corporate 
franchises  of  the  said  party  of  the  first  part,  as  hereinafter  mentioned,  for 
the  purpose  of  securing  the  payment  of  the  bonds  aforesaid,  which  bonds 
are  to  be  in  the  following  form: 


CORPORATE  HISTORY. 


329 


United  States  of  America. 

States  of  Pennsylvania,  West  Virginia  and  Ohio. 
Coat  oCArms  |  Pittsburgh,  Cincinnati  and  St.  Louis 
Pennsylvania,  f  Railway  Company. 


No. 


Coat  of  Arms 
of 

Ohio. 


Seven  per  cent.,  clear  of  taxes. 
Loan  of  five  millions  of  dollars. 
Secured  by  jecond  mortgage. 


I  .Coat  of  Arms  1 

\  of  .  [ 
(  West  Virginia.  ) 


$IOOO. 


Know  all  men  by  these  presents,  That  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company  is  indebted  to  W.  H.  Barnes,  or  bearer,  in 
the  sum  of  one  thousand  dollars,  lawful  money  of  the  United  States  of 
America,  which  sum  the  said  company  promises  to  pay  to  the  said  W.  H. 
Barnes,  or  bearer,  at  the  office  of  the  Pennsylvania  Railroad  Company,  in 
the  city  of  Philadelphia,  on  the  first  day  of  April,  A.  D.  nineteen  hundred 
and  thirteen,  with  interest  at  the  rate  of  seven  per  cent,  per  annum, 
payable  semi-annually,  on  the  first  days  of  October  and  April  in  each 
year,  on  presentation  of  the  annexed  coupons  therefor,  and  which  said 
principal  and  interest  are  payable  free  of  all  taxes. 

This  bond  is  one  of  a  series  of  five  thousand  bonds,  numbered,  con¬ 
secutively,  from  1  to  5000,  of  one  thousand  dollars  each,  of  the  same  tenor 
and  date,  secured  by  a  second  mortgage  upon  the  said  railway,  its  prop¬ 
erty  and  franchises,  duly  executed  and  delivered  by  said  company  to 
Josiah  Bacon  and  Albert  Hewson,  in  trust,  to  secure  the  full  and  final 
payment  of  the  bonds  aforesaid,  and  the  interest  upon  the  same,  and 
subject  to  the  prior  lien  of  a  first  mortgage  thereon,  to  secure  bonds  to 
the  amount  of  ten  millions  of  dollars. 

In  witness  whereof,  the  said  company  has  caused  these  presents  to  be 
sealed  with  its  corporate  seal,  and  the  same  to  be  signed  by  its  president 
and  secretary,  this  first  day  of  April,  A.  D.  1873. 


- ,  President. 

Attest: - ,  Secretary. 


Now,  this  indenture  witnesseth,  That  the  said  party  of  the  first  part, 
for  and  in  consideration  of  the  sum  of  one  dollar,  to  said  company  in  hand 
paid  by  the  parties  of  the  second  part,  and  for  the  purpose  of  securing 
the  payment,  principal  and  interest,  of  the  bonds  to  be  issued  as  afore¬ 
said,  and  hereby  secured,  have  bargained  and  sold,  and  do  hereby  give, 
grant,  bargain,  sell,  convey  and  confirm,  unto  the  said  parties  of  the 
second  part,  the  survivor  of  them,  and  to  their  successors,  and  their  and 
each  of  their  heirs,  and  their  and  each  of  their  assigns,  in  execution  of 
any  of  the  powers  hereby  granted  and  conferred,  the  following  premises, 
estates,  property,  rights  and  franchises,  that  is  to  say: 

The  railroad  of  the  party  of  the  first  part,  beginning  in  South  Pitts¬ 
burgh,  in  the  county  of  Allegheny,  in  Pennsylvania,  on  the  west  side 
of  the  Washington  turnpike,  at  the  west  end  of  the  “  Steubenville  ex¬ 
tension  ”  of  the  Pennsylvania  Railroad,  and  connecting  therewith,  and 
extending  through  the  counties  of  Allegheny  and  Washington,  in  Penn¬ 
sylvania,  to  the  state  line  between  the  states  of  Pennsylvania  and  West 


330  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Virginia,  formerly  the  property  of  the  Pan  Handle  Railway  Company, 
and  connecting  therewith  the  railroad  in  West  Virginia,  from  the  state 
line  aforesaid,  through  the  counties  of  Brooke  and  Hancock,  to  the  Ohio 
river,  and  including  the  bridge  and  railroad  thereupon  constructed,  of 
the  Holiiday's  Cove  Railroad  Company,  and  by  means  of  which  the  said 
railroad  extends  across  said  river  into  the  state  of  Ohio;  but  subject,  as 
to  said  bridge  and  railroad  thereupon  constructed,  to  the  lease  thereof  by 
said  last  named  company,  to  George  W.  McCook,  lessee,  dated  the 
twenty-third  day  of  January,  Anno  Domini  one  thousand  eight  hundred 
and  sixty-three,  acknowledged  before  James  McCahen,  an  alderman  of 
the  city  of  Philadelphia,  and  duly  recorded  in  Brooke  county,  Virginia, 
and  Jefferson  county,  Ohio;  and  also  to  the  assignment  of  said  lease, 
made  by  said  McCook,  as  such  lessee,  to  John  Edgar  Thomson,  trustee, 
dated  the  twenty-fourth  day  of  December,  Anno  Domini  one  thousand 
eight  hundred  and  sixty-six,  and  recorded  in  Brooke  county,  West  Vir¬ 
ginia,  and  also  in  Jefferson  county,  Ohio,  in  Lease  Record  number  two, 
pages  8 1  and  82;  also,  the  railroad  connecting  therewith,  from  the  west 
abutment  of  the  said  railroad  bridge  over  the  Ohio  river,  at  Steubenville, 
in  Jefferson  county,  Ohio,  to  Newark,  in  Licking  county,  Ohio,  including 
the  branch  railroad  from  Cadiz  Junction  to  Cadiz,  in  Harrison  county, 
formerly  the  property  of  the  Steubenville  and  Indiana  Railroad  Company: 

Also,  the  undivided  half  of  the  Central  Ohio  Railroad,  from  the  con¬ 
nection  of  the  last  described  line  in  Newark,  to  and  into  the  city  of 
Columbus,  in  Ohio,  particularly  described  in  the  deed  thereof,  from  the 
Central  Ohio  Railroad  Company  to  the  Steubenville  and  Indiana  Railroad 
Company,  made  under  the  order  and  with  the  approval  of  the  Circuit  Court 
of  the  United  States,  sitting  in  the  Southern  District  in  Ohio,  which  said 
several  railroads,  now  consolidated  into  one,  form  a  continuous  line  of 
railroad  from  Pittsburgh,  in  Pennsylvania,  to  Columbus,  in  Ohio,  to¬ 
gether  with  all  the  branches,  additions,  sidings  and  turnouts  thereof,  now 
owned  or  that  hereafter  may  be  acquired,  and  all  lands,  rails,  bridges, 
wharves,  fences,  rights  of  way,  workshops,  machinery,  stations,  offices, 
depots,  depot  grounds,  engine  houses,  tracks,  and  all  lands,  tenements  and 
hereditaments  whatsoever,  of  the  party  of  the  first  part,  now  owned  or 
that  may  be  hereafter  acquired,  which  are  now,  or  may  at  any  time  here¬ 
after  be  used  for  the  purpose  of  operating  the  said  railroad,  or  for  the 
business  thereof,  between  South  Pittsburgh  and  Columbus  aforesaid; 
and  together  with  all  the  rolling  stock,  materials  and  furniture  of  the 
party  of  the  first  part,  now  owned  or  that  may  hereafter  be  acquired,  as 
appurtenant  to,  and  in  and  for  use  upon,  or  for  the  business  of  the  afore¬ 
said  railroad;  and  together  with  all  the  corporate  rights,  privileges  and 
franchises  of  said  party  of  the  first  part,  now  owned  or  that  may  here¬ 
after  be  acquired,  connected  with,  or  relating  to  the  said  railroad,  be¬ 
tween  South  Pittsburgh  and  Columbus  aforesaid;  and  together  with  all 
the  streets,  ways,  alleys,  passages,  waters,  water  courses,  easements,  rights, 
liberties,  privileges,  hereditaments  and  appurtenances  whatsoever,  and 
estates  belonging  or  appertaining,  or  to  belong  or  appertain,  and  the  re¬ 
versions  and  remainders,  rents,  issues  and  profits  thereof;  and  all  the 
estate,  right,  title,  interest,  property,  claim  and  demand,  of  every  nature 


CORPORATE  HISTORY. 


331 


and  kind  whatsoever,  of  the  said  party  of  the  first  part,  now  owned  or 
that  may  hereafter  be  acquired,  as  well  at  law  as  in  equity,  of,  in  and  to 
the  same,  and  every  part  and  parcel  thereof: 

To  have  and  to  hold  the  same,  with  the  privileges  and  appurtenances, 
unto  the  parties  of  the  second  part,  as  trustees  for  the  persons  who  may 
become  the  holders  of  the  bonds  hereinbefore  described,  and  to  the  sur¬ 
vivors  of  them,  and  to  their  successors  or  successor,  who,  in  the  event  of 
death,  disability,  declination  or  removal,  may  be  appointed  to  succeed  them 
in  preserving  the  trust  for  the  beneficiaries  thereof,  and  their  and  each 
of  their  heirs,  and  the  assigns  of  them  and  each  of  them,  in  execution  of 
each  of  the  powers  hereby  granted  and  trusts  hereby  established,  forever: 

But  under  and  subject,  nevertheless,  to  the  rights,  priorities  and  ad¬ 
vantages  of  the  holders  of  the  bonds  issued  by  the  said  party  of  the  first 
part,  to  the  amount  of  ten  millions  of  dollars,  bearing  date  August  first, 
one  thousand  eight  hundred  and  sixty-eight,  and  secured  by  a  mortgage 
duly  executed  and  delivered  to  J.  Edgar  Thomson  and  Geo.  W.  McCook, 
under  date  May  fifth,  one  thousand  eight  hundred  and  sixty-eight,  and 
duly  recorded,  and  which  said  bonds  were  issued  for  the  purpose,  inter 
alia,  of  retiring  certain  bonds  theretofore  issued  by  the  Pan  Handle  Rail¬ 
way  Company,  the  Holliday’s  Cove  Railroad  Company,  and  the  Steuben¬ 
ville  and  Indiana  Railroad  Company,  the  corporations  heretofore  exist¬ 
ing  and  now  consolidated  into  the  company  of  the  first  part;  and  subject, 
until  the  retiring  of  the  said  bonds  issued  by  the  several  companies 
aforesaid,  to  the  prior  lien,  rights,  priorities  and  advantages  of  the  hold¬ 
ers  of  such  bonds;  but  so  that  the  aggregate  amount  of  all  the  bonds 
constituting  a  prior  lien  upon  the  railway,  property  and  franchises  of  the 
said  company  shall  not  exceed  the  said  sum  of  ten  millions  of  dollars. 

And  subject,  also,  to  the  right  of  the  party  of  the  first  part,  and  their 
successors  and  assigns,  to  retain  the  free  and  uncontrolled  use,  enjoyment, 
possession  and  management  of  the  premises  hereby  granted,  or  intended 
so  to  be,  until  the  said  parties  of  the  second  part  are  authorized  to  enter 
upon  or  sell  the  same,  as  hereinafter  set  forth. 

And  the  party  of  the  first  part,  for  itself,  its  successors  and  assigns, 
hereby  covenants  with  the  parties  of  the  second  part,  the  survivor  of  them, 
their  and  each  of  their  successors,  and  their  and  each  of  their  heirs  and 
assigns,  that  the  party  of  the  first  part  is  lawfully  seized  of  the  estate, 
premises,  property,  franchises,  herein  described  and  hereby  undertaken 
to  be  conveyed,  and  has  good  right  and  lawful  authority  to  execute  this 
conveyance  and  mortgage,  and  that  it  will  warrant  and  defend  the  same 
unto  the  parties  of  the  second  part,  the  survivor  of  them,  and  his  and 
their  successor  and  successors,  and  each  of  their  heirs  and  assigns,  for¬ 
ever,  against  all  lawful  claims  and  demands  whatsoever.  And  the  said 
party  of  the  first  part  also  covenants  with  the  party  of  the  second  part, 
as  aforesaid,  that  it  will,  at  any  time  in  the  future,  and  from  time  to  time, 
as  demanded,  execute  any  further  assurance  or  assurances,  in  succession, 
which  may  be  necessary,  or  may  be  advised  by  counsel,  to  said  trustees, 
or  any  successor  or  successors,  as  well  of  the  premises  herein  conveyed 
as  of  any  after  acquired  property  appurtenant  to  said  railroad,  between 
South  Pittsburgh  and  Columbus,  as  aforesaid. 


332  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


And  it  is  hereby  expressly  covenanted,  agreed  and  understood,  by  and 
between  the  parties  hereto,  the  said  party  of  the  first  part  covenanting  as 
well  for  themselves  as  their  successors  and  assigns,  and  the  said  parties 
of  the  second  part  covenanting  as  well  for  themselves  as  their  successor 
or  successors  in  the  trust,  in  manner  following,  viz.: 

First.  That  it,  the  party  of  the  first  part,  will  punctually  pay  to  the 
holders  of  the  bonds  aforesaid,  intended  to  be  hereby  secured,  or  any  that 
may  be  issued  and  accepted  in  lieu,  renewal  or  substitution  of  the  same, 
respectively,  the  interest  thereon  semi-annually,  as  the  same  shall  become 
due  and  payable,  according  to  the  terms  in  said  bonds  contained,  and  on 
the  days  therein  respectively  mentioned  for  the  payment  of  the  same,  and 
shall  and  will,  also,  on  the  days  and  times  mentioned  in  said  bonds, 
respectively,  or  whenever  the  said  principal  sums  of  said  bonds  shall, 
according  to  the  provisions  hereof,  become  due  and  payable,  fully  and 
entirely  pay  off  and  satisfy,  as  aforesaid,  the  whole  of  said  bonds,  principal 
and  interest,  without  further  delay,  and  without  deduction  from  either 
said  principal  or  interest,  for  any  tax  or  taxes  imposed  thereon,  which 
the  said  party  of  the  first  part  is,  or  may  be  required  to  retain  therefrom, 
the  said  party  of  the  first  part  hereby  agreeing  to  pay  the  same. 

Second.  That  if  the  party  of  the  first  part  hereto,  its  successors  and 
assigns,  shall,  at  any  time  hereafter,  after  demand  made,  make  default,  or 
refuse,  neglect  or  omit,  for  any  period  exceeding  six  months,  to  pay  the 
semi-annual  interest  on  the  bonds  intended  to  be  hereby  secured,  or  any 
of  them,  or  shall,  after  demand  made,  make  default,  or  refuse,  neglect  or 
omit,  for  any  period  exceeding  six  months,  to  pay  the  principal  sum  of 
each  and  all  of  the  said  bonds  intended  to  be  hereby  secured,  or  any  of 
them,  when  and  as  the  same  become  due  and  payable,  then,  and  in  either 
such  case,  the  said  trustees  or  trustee,  for  the  time  being,  shall  and  will, 
upon  the  written  request  of  holders  of  one-fourth  in  amount  of  the  said 
bonds  then  outstanding,  enter  upon  and  take  possession  of  the  railroad, 
estates,  real  and  personal,  and  premises  hereby  mortgaged,  or  agreed 
or  intended  so  to  be,  and  shall  and  will,  thereupon,  operate,  use,  manage 
and  control  the  said  railroad,  estates,  real  and  personal,  and  premises, 
possession  of  which  may  be  so  taken,  to  the  best  advantage,  and  appro¬ 
priate  the  net  income  and  proceeds  derived  therefrom  (after  deducting 
all  payments  for  taxes,  charges  or  liens,  prior  to  the  lien  of  these  pres¬ 
ents,  as  well  as  the  expenses  of  this  trust,  and  such  sum  or  sums  as  may 
be  sufficient  to  indemnify  the  trustees  or  trustee,  for  the  time  being, 
against  any  liability,  loss  or  damage,  for  or  on  account  of  any  matter  or 
thing  done  by  them  or  him,  in  good  faith,  in  pursuance  of  their  or  his 
duty  as  trustees  or  trustee)  to  the  payment  in  full,  without  giving  prefer¬ 
ence,  priority  or  distinction  to  one  bond  over  another;  firstly,  of  the 
interest  due  thereon,  and  secondly,  of  the  principal  of  all  the  aforesaid 
bonds  then  outstanding,  and  intended  to  be  hereby  secured,  in  full,  if 
the  said  income  and  proceeds  be  sufficient,  but  if  not,  then  pro  rata;  or 
the  said  trustees  or  trustee  shall  and  will,  after  or  without  entering  upon 
or  taking  such  possession,  upon  the  written  request  of  holders  of  a  like 
amount  of  said  bonds  then  outstanding,  proceed  to  sell  the  railroad, 
estates,  real  and  personal,  corporate  rights  and  franchises,  and  premises 


CORPORATE  HISTORY. 


333 


hereby  mortgaged,  or  agreed  or  intended  so  to  be,  under  and  subject 
to  the  lien  of  the  ten  millions  of  dollars  of  bonds  aforesaid,  to  the  highest 
and  best  bidder,  at  public  sale,  in  the  town  of  Steubenville,  in  Ohio  (first 
giving  at  least  three  months’  notice  of  such  intended  sale  by  publication, 
to  be  made  in  at  least  one  daily  newspaper  published  in  each  of  the 
said  cities  of  Philadelphia,  Pittsburgh  and  Steubenville),  and  grant  and 
convey  the  same  to  the  purchaser  or  purchasers,  freed  from  all  and 
every  the  trusts  hereby  created,  and  without  liability  to  see  to  the  applica¬ 
tion  of  the  purchase  money,  and  shall  and  will  appropriate  the  purchase 
money,  after  deductions  made  for  expenses  of  the  trust,  and  indemnity 
to  the  trustees  or  trustee,  as  aforesaid,  to  the  payment,  as  aforesaid; 
firstly,  of  the  interest  due  on,  and  secondly,  of  the  principal  of  the  said 
outstanding  bonds  in  full,  if  said  purchase  money  be  sufficient,  but  if  not, 
then  pro  rata;  and  in  the  event  of  there  being  in  the  hands  of  the  said 
trustees  or  trustee  any  portion  of  the  trust  estate,  or  the  proceeds  thereof, 
after  the  payment  in  full  of  the  principal  and  interest  of  the  aforesaid 
bonds,  then  the  said  trustees  or  trustee  shall  reconvey,  retransfer,  or  pay 
over  the  same  to  the  party  of  the  first  part,  its  successors  and  assigns, 
for  its  sole  use  and  benefit.  It  being  distinctly  understood  and  agreed, 
that  in  the  event  of  any  such  entry  upon  or  taking  possession  of  the 
railroads,  estates,  real  and  personal,  and  premises  hereby  mortgaged,  or 
agreed  or  intended  so  to  be,  or  in  the  event  of  any  sale  thereof,  by  the 
said  trustees  or  trustee  for  the  time  being,  as  hereinbefore  mentioned, 
then,  and  in  either  such  case,  the  whole  principal  sum  of  each  and  all  of 
the  said  bonds  then  outstanding,  and  intended  to  be  hereby  secured, 
shall  forthwith  become  due  and  payable. 

Third.  That  it  shall  and  may  be  lawful  for  the  said  party  of  the  first 
part,  their  successors  or  assigns,  by  and  with  the  consent  and  approval, 
in  writing,  of  the  said  trustees  or  trustee  for  the  time  being,  at  any  time 
or  times  hereafter,  to  exchange  for  other  property,  or  to  sell  any  part 
of  the  hereby  mortgaged  estates  and  premises,  not  needed  or  required 
for  the  purpose  of  the  operation  and  uses  of  the  said  railroad,  free  and 
clear  from  the  lien  or  incumbrance  of  these  presents,  and  to  convey  the 
same  without  liability  on  the  part  of  the  grantee  for  the  disposition  made 
of  the  price  paid,  or  property  received  in  exchange;  provided,  however, 
that  the  proceeds  of  any  sale  so  made,  shall,  at  the  option  of  said  party 
of  the  first  part,  be  invested  by  them,  either  in  the  improvement  of  any 
remaining  part  of  the  mortgaged  premises,  or  in  the  purchase,  by  said 
party  of  the  first  part,  of  other  property,  real  or  personal,  which  prop¬ 
erty,  so  purchased,  as  also  any  that  may  be  acquired  in  exchange  as 
aforesaid,  by  the  party  of  the  first  part,  shall  be  subject  to  all  the  trusts 
hereby  declared  (including  that  of  sale  and  exchange  of  the  property  in 
this  indenture  described,  and  shall  be  conveyed  in  mortgage  by  the  party 
of  the  first  part);  subject,  as  aforesaid,  to  the  said  trustees  or  trustee, 
for  the  time  being,  to  be  so  held,  or  in  the  purchase  of  the  first  mort¬ 
gage  bonds  of  the  party  of  the  first  part,  which  bonds,  so  purchased, 
shall  be  forthwith  canceled. 

Fourth.  That  in  the  event  of  the  death,  resignation,  neglect,  refusal, 
or  incapacity  to  act  of  the  trustees  herein  named,  or  either  of  them,  or 
any  successors  or  successor  in  the  trust,  then  the  party  of  the  first  part 


334  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


hereto  shall  have  full  power  and  authority  to  nominate  and  appoint  new 
trustees  or  trustee,  for  the  purpose  of  filling  the  vacancy  so  caused,  and 
supplying  the  place  of  such  trustees  or  trustee  so  dying,  resigning,  ne¬ 
glecting,  refusing,  or  becoming  incapable  to  act;  and  the  said  trustees 
or  trustee,  so  nominated  and  appointed,  shall  take  upon  themselves  or 
himself  the  same  trusts  and  have  the  same  powers,  and  be  subject  to  all 
the  stipulations  and  conditions  of  this  indenture,  and  which  trust,  powers, 
stipulations  and  conditions,  it  is  hereby  agreed  and  declared,  shall  extend 
to  and  be  executed  and  performed  by  such  newly  appointed  trustees  or 
trustee,  as  they  can,  or  may,  or  could,  or  might  be,  by  the  parties  named 
herein  as  parties  of  the  second  part,  and  the  like  nomination  and  appoint¬ 
ment  shall  and  may  be  made  and  carried  into  effect  in  like  manner,  and 
as  often,  from  time  to  time,  as  there  may  be  occasion  therefor,  and  with 
the  same  effect  as  before  mentioned. 

Fifth.  And  it  is  hereby  further  covenanted  and  agreed,  as  aforesaid, 
and  this  trust  is  accepted  upon  the  express  condition  that  said  trustees 
shall  not,  nor  shall  any  future  trustees  or  trustee,  incur  any  liability  or 
responsibility  whatever,  in  consequence  of  permitting  or  suffering  said 
party  of  the  first  part  to  retain  or  be  in  possession  of  the  railroads,  estates 
and  premises  hereby  mortgaged,  or  agreed  or  intended  so  to  be,  or  any 
part  thereof,  and  to  use  and  enjoy  th^*  same,  nor  shall  said  trustees,  nor 
any  future  trustees,  be  or  become  responsible  or  liable  for  any  destruction, 
deterioration,  determination,  loss,  injury  or  damage,  which  may  be  done 
or  occur  to  the  railroads  and  estates  hereby  mortgaged,  or  agreed  or  in¬ 
tended  so  to  be,  either  by  said  party  of  the  first  part,  or  its  agents  or 
servants,  or  by  any  other  person  or  persons  whatsoever,  nor  shall  any 
other  trustees  or  trustee,  present  or  future,  be  in  any  way  responsible  for 
the  consequences  of  any  breach  on  the  part  of  the  party  of  the  first  part, 
of  any  of  the  covenants  herein  contained,  nor  of  any  act  of  the  said 
party  of  the  first  part,  its  agents  or  servants,  nor  shall  the  said  trustees 
or  trustee,  present  or  future,  become  liable  or  responsible  for  any  cause, 
matter  or  thing,  except  their  or  his  own  wilful  and  intentional  breaches 
of  the  trust  herein  expressed  or  contained. 

Provided  always,  nevertheless,  That  if  the  party  of  the  first  part,  its 
successors  or  assigns,  shall  and  do  well  and  truly  pay,  or  cause  to  be 
paid,  unto  the  person  or  persons,  bodies  politic  or  corporate,  wrho  shall 
become  holders  of  the  bonds  intended  to  be  secured  hereby,  the  several 
and  respective  sums  expressed  therein,  on  the  day  and  time  hereinbefore 
mentioned  for  payment  thereof,  together  with  interest  for  the  same, 
according  to  the  provisions  of  the  said  recited  obligations  or  bonds,  or 
in  accordance  with  the  provisions  hereof,  without  any  fraud  or  further 
delay,  and  also  all  lawful  taxes  upon  the  estate  hereby  granted,  so  as  to 
prevent  the  same  from  being  forfeited  or  sold  for  non-payment  thereof, 
then  and  from  thenceforth,  as  well  this  present  indenture  and  the  estates 
hereby  granted  and  conveyed,  or  hereby  agreed  so  to  be,  as  the  said 
recited  obligations,  shall  become  void  and  of  no  effect,  anything  herein¬ 
before  contained  to  the  contrary  thereof  notwithstanding,  and  satisfac¬ 
tion  shall  be  forthwith  duly  entered  by  the  said  trustees  or  trustee,  for  the 
time  being,  upon  the  record  of  this  indenture  of  mortgage. 

In  testimony  whereof,  the  said  the  Pittsburgh,  Cincinnati  and  St. 


CORPORATE  HISTORY. 


335 


Louis  Railway  Company  has  caused  these  presents  to  be  signed  by  its 
president,  and  hath  hereto  affixed  its  corporate  seal,  attested  by  the  sec¬ 
retary  of  said  company,  this  the  day  and  year  first  above  written. 

THOMAS  A.  SCOTT,  President. 
Attest:  W.  H.  BARNES,  Secretary. 

Signed,  sealed  and  delivered  in  our  presence: 

JNO.  P.  GREEN. 

We  do  hereby  accept  the  foregoing  trust. 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals,  this 
first  day  of  April,  in  the  year  of  our  Lord  one  thousand  eight  hundred 
and  seventy-three  (1873). 

JOSIAH  BACON.  [seal] 

Witness  present:  ALBERT  HEWSON.  [seal) 

JNO.  P.  GREEN, 

W.  D.  STOVEL. 

Acknowledged  by  Thomas  A.  Scott,  president,  before  Frank  Semple,  a 
notary  public  in  and  for  the  city  of  Pittsburgh,  Pa.,  May  13,  1873. 

Recorded,  state  of  Pennsylvania,  Allegheny  county,  in  Mortgage  Book 
vol.  189,  page  15,  April  29,  1874;  Washington  county,  Mortgage  Book 
5,  page  360,  May  6,  1874:  state  of  Ohio,  Jefferson  county,  Mortgage 
Book  15,  May  4,  1874;  Tuscarawas  county,  Book  15  of  Mortgages,  page 
579,  May  25,  1874;  Harrison  county,  Mortgage  Record  F,  page  33,  May 
9,  1874;  Coshocton  county,  Book  11,  May  14,  1874;  Muskingum  county. 
Record  of  Mortgages  No.  39,  May  14,  1874;  Licking  county,  vol.  22, 
Record  of  Mortgages,  page  602,  May  18,  1874;  Franklin  county,  vol.  48, 

X 

Record  of  Mortgages,  May  19,  1874:  state  of  West  Virginia,  Brooke 
county,  Deed  Book  22,  page  394,  May  7,  1874;  Hancock  county,  Deed 
Book  C,  page  362,  May  12,  1874. 


SEAL 

P.,C.&St 
L.  Ry.Co 


.  j 


SATISFACTION  OF  MORTGAGE. 

The  undersigned  trustees  in  the  within  named  mortgage  (John  P.  Green 
having  been  lawfully  appointed  trustee  to  fill  the  vacancy  caused  by  the 
death  of  Josiah  Bacon,  one  of  the  original  trustees  therein  named), 
hereby  certify  that  all  the  bonds  and  coupons  thereunto  belonging,  de¬ 
scribed  in  the  within  mortgage,  having  been  paid  in  full  and  destroyed, 
the  within  mortgage  is  therefore  hereby  cancelled,  released  and  dis¬ 
charged. 

Witness  our  hands  this  sixteenth  day  of  April,  1891. 

JNO.  P.  GREEN,  I 

Witness  present:  ALBERT  HEWSON,  j  Trustees- 

LEWIS  WILSON, 

J.  C.  SIMS. 

Duly  acknowledged  before  J.  C.  Sims,  notary  public,  city  and  county 
of  Philadelphia,  April  16,  1891. 

The  satisfaction  of  this  mortgage  was  duly  entered  of  record  in  all  the 
counties  where  it  was  originally  recorded. 


336  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

CHICAGO,  ST.  LOUIS  AND  PITTSBURGH  RAILROAD 

COMPANY. 


COLUMBUS,  PIQUA  AND  INDIANA  RAILROAD 

COMPANY.1 

An  Act  to  Incorporate  the  Columbus,  Piqua  and  Indiana  Railroad 

Company. 

Approved  February  23,  1849. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  Joseph  Ridgeway,  Jr.,  William  S.  Sullivant  and  William  Dennison, 
Jr.,  of  Franklin  county;  J.  Stetson,  James  Burnham  and  Thomas  Roberts, 
of  Madison  county;  Ira  A.  Bean,  William  Patrick  and  John  West,  of 
Champaign  county;  and  Isaac  Dukeminer,  David  Croft,  Moses  G. 
Mitchell,  John  P.  Williamson,  William  Scott  and  G.  V.  Dorsey,  of  the 
•county  of  Miami,  and  William  M.  Wilson,  John  C.  Potter,  of  the  county 
of  Darke,  and  their  successors,  associates  and  assigns,  be  and  they  are 
hereby  created  a  body  corporate  and  politic,  by  the  name  and  style  of 
the  Columbus,  Piqua  and  Indiana  Railroad  Company,  with  perpetual 
succession,  and  by  that  name  and  style  shall  be  entitled  to  have,  enjoy, 
and  hereby  are  vested  with,  all  the  rights,  privileges,  powers  and  fran¬ 
chises,  and  be  subject  to  all  the  restrictions  of  the  act  entitled  “An  act 
regulating  railroad  companies,  passed  February  eleventh,  eighteen  hun¬ 
dred  and  forty-eight,”2  except  so  far  as  the  same  may  be  modified  by 
the  provisions  of  this  act. 

Sec.  2.  That  the  capital  stock  of  said  company  shall  be  two  millions 
of  dollars. 

Sec.  3.  That  said  company  shall  have  power  to  construct  a  railroad, 
commencing  at  or  near  Columbus,  in  Franklin  county,  or  at  some  point 
on  the  Columbus  and  Xenia  Railroad;  thence  to  Urbana,  in  Champaign 
county;  thence  to  Piqua,  in  Miami  county;  thence  to  Greenville,  in  Darke 
county,  and  thence,  on  such  route  as  the  directors  of  said  company,  or 
a  majority  of  them,  may  select,  to  the  west  line  of  the  state  of  Ohio. 

Sec.  4.  That  the  county  commissioners  of  any  county  through  which 
said  railroad  may  be  located,  shall  be  and  they  are  hereby  authorized  to 
subscribe  to  the  capital  stock  of  said  company  any  sum  not  exceeding 
fifty  thousand  dollars,  and  to  pay  the  same  they  shall  have  power  to 
borrow  any  sum  of  money  not  exceeding  the  amount  so  subscribed,  at 
a  rate  of  interest  not  exceeding  seven  per  cent,  per  annum,  payable  semi¬ 
annually,  in  advance,  and  for  the  final  payment  of  the  principal  and  in¬ 
terest  of  said  sum  so  subscribed  or  borrowed,  and  to  levy  and  collect 
annually  such  taxes  as,  together  with  the  tolls  arising  from  said  stock,  will 
pay,  at  such  time  or  times  as  may  be  agreed  on,  said  money  so  subscribed 
or  borrowed,  with  interest  thereon  and  the  incidental  charges. 

Sec.  5.  That  if  the  commissioners  of  any  county,  through  which  said 
road  shall  pass,  shall  not  be  authorized  by  the  vote  of  said  county  to 
subscribe  stock  to  said  road,  the  trustees  of  any  township  through  which 


1  See  page  36. 


2  Revised  Stats.  Ohio,  S.  &  C.,  vol.  1,  p.  271. 


CORPORATE  HISTORY. 


337 


said  road  may  be  located,  shall  be  and  they  are  hereby  authorized  to 
subscribe  any  sum  of  money,  not  exceeding  fifty  thousand  dollars,  to 
the  capital  stock  of  said  road,  and  provide  for  the  payment  of  said  stock 
in  the  same  manner  that  the  county  commissioners  aforesaid  are  author¬ 
ized. 

Sec.  6.  That  no  subscriptions  shall  be  made  by  the  county  commis¬ 
sioners  of  any  county,  or  the  trustees  of  any  township,  aforesaid,  until  a 
vote  of  the  qualified  voters  of  such  county  or  township  has  been  declared 
in  favor  of  such  subscription,  in  the  manner  pointed  out  in  “  An  act 
regulating  the  mode  of  proceeding  when  county  commissioners  may 
be  authorized  by  law  to  subscribe  to  the  capital  stock  of  railroads,  turn¬ 
pike  roads,  or  other  incorporated  companies  in  this  state,”  passed  Feb¬ 
ruary  twenty-eight,  eighteen  hundred  and  forty-six.1 

Sec.  7.  That  said  company  shall  be  and  is  hereby  authorized  to  con¬ 
nect  with  any  other  railroad  company,  and  to  consolidate  its  capital 
stock  with  the  capital  stock  of  such  company,  and  to  have  and  use  the 
name  and  style  of  any  such  other  company,  and  to  constitute  a  part  of 
the  same. 

Sec.  8.  Nothing  in  this  act  contained  shall  be  so  construed  as  to  de¬ 
prive  the  General  Assembly  of  the  power  of  taxation  over  the  corpora¬ 
tion  hereby  created,  whenever  it  shall  choose  to  exercise  that  power. 

Ohio  Local  Laws,  vol.  47,  p.  155. 

An  Act  to  Amend  an  Act  entitled  an  Act  to  Incorporate  the 
Columbus,  Piqua  and  Indiana  Railroad  Company. 

Approved  March  1,  1850. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  the  county  commissioners  of  the  several  counties  through  which 
said  road  may  be  located,  shall  be  and  they  are  hereby  authorized  to 
notify  the  electors  of  their  counties  respectively,  in  the  same  manner  as 
provided  by  section  six  of  the  act  aforesaid,  to  vote  for  or  against  a 
county  subscription  to  the  capital  stock  of  said  company,  for  any  sum 
not  exceeding  one  hundred  thousand  dollars. 

Sec.  2.  That  the  trustees  of  Washington  township,  Miami  county,  be 
and  they  are  hereby  authorized  to  subscribe  any  sum  not  exceeding 
twenty-five  thousand  dollars  in  addition  to  the  amount  heretofore  author¬ 
ized  to  the  capital  stock  of  said  company,  and  provide  for  the  subscrip¬ 
tion  and  payment  of  the  same  in  the  manner  authorized  by  the  said 
original  act  of  incorporation. 

Sec.  3.  That  said  vote  may  be  taken  at  any  regular  election  for  state, 
county  or  township  purposes. 

Sec.  4.  The  commissioners  aforesaid  may  authorize  a  survey  of  said 
road  through  their  respective  counties,  or  may  pay  the  expenses  of  such 
survey  made  by  said  company  out  of  any  funds  in  the  county  treasury 
not  otherwise  appropriated,  the  account  of  such  expenditure  having  been 
duly  audited  by  the  county  auditor. 

Sec.  5.  This  act  to  take  effect  from  and  after  its  passage. 

Ohio  Local  Laws,  vol.  48,  page  310. 


22 


1  Revised  Stats.  Ohio,  S.  &  C.,  vol.  i,  p.  275. 


33§  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUTS  RY.  CO. 

An  Act  to  Amend  the  Act  Incorporating  the  Columbus,  Piqua  and 
Indiana  Railroad  Company,  Passed  February  23,  1849. 

Approved  March  12,  1851. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  each  taxpayer,  in  any  county  which  may  have  subscribed  to  the 
capital  stock  of  said  company,  shall,  upon  payment  of  his  portion  of  the 
tax  levied  by  the  commissioners  of  such  county  in  behalf  of  said  com¬ 
pany,  or  at  any  time  within  ninety  days  thereafter,  be  entitled,  on  proper 
demand  made  on  the  county  treasurer,  to  receive  from  that  officer  a 
scrip  showing  the  amount  of  said  railroad  tax,  so  paid  by  such  person, 
which  scrip  shall  be  transferable  by  delivery,  and  the  holder  thereof,  on 
surrendering  the  same  to  the  directors  of  said  railroad  company,  in  case 
the  same  shall  amount  to  fifty  dollars,  shall  be  entitled  to  receive  from 
the  proper  officers  of  said  company,  a  certificate  for  the  amount  thereof, 
in  the  capital  stock  of  said  company:  Provided,  that  the  said  company 
shall  not  be  required  to  issue  any  certificate  of  stock  in  such  cases  until 
the  full  amount  of  the  subscription  made  by  such  county  be  fully  paid. 

Sec.  2.  Any  taxpayer  of  any  township,  which  may  have  subscribed 
to  the  capital  stock  of  said  company,  under  the  provisions  of  the  fifth 
section  of  the  act  of  incorporation  of  said  company,  shall  be  entitled  to 
all  the  rights  and  privileges  of  this  act. 

Sec.  3.  The  county  treasurer  of  any  county  where  the  commissioners 
thereof,  or  in  which  the  trustees  of  any  township  thereof,  may  have 
subscribed  to  the  capital  stock  of  said  company,  shall,  at  his  annual 
settlement,  make  return  to  the  directors  of  said  company,  on  applica¬ 
tion  being  made,  the  amount  of  such  scrip  so  by  him  issued,  in  favor  of 
the  taxpayers  of  each  county  or  township  holding  stock  in  said  company. 

Sec.  4.  The  directors  of  said  corporation  are  hereby  authorized  to 
borrow,  upon  the  credit  of  the  same,  any  sum  or  sums  of  money,  which 
may  be  necessary  to  finish  and  furnish  its  road,  and  for  said  loan  or  loans, 
to  make  and  execute,  in  the  name  and  on  behalf  of  said  corporation,  such 
bonds,  promissory  notes,  or  other  evidences  of  debt,  and  payable  at 
such  time  and  places,  as  shall  be  agreed  on  by  the  respective  parties  so 
contracting.  And,  for  the  purpose  of  securing  the  payment  of  the  money 
so  borrowed,  said  directors  may  pledge,  by  mortgage  or  otherwise,  the 
entire  road,  fixtures  and  equipments,  with  all  the  appurtenances,  income 
and  resources  thereof,  so  far  as  the  same  can  be  done  without  prejudice 
to  any  previous  and  existing  liens  on  the  same. 

Sec.  5.  That  the  county  commissioners  of  any  county  through  or  into 
which  said  road  has  been  or  may  be  located,  which  has  not  heretofore 
subscribed,  or  the  trustees  of  any  township,  or  the  city  or  town  council 
of  any  city  or  town  in  any  such  county,  shall  be,  and  they  are  hereby 
authorized  to  subscribe  to  the  capital  stock  of  said  company,  any  sum 
not  exceeding  fifty  thousand  dollars,  under  the  provisions  of  the  act  of 
incorporation  of  said  company,  passed  February  23rd,  1849,  and  to  pro¬ 
vide  for  the  payment  of  said  stock,  in  the  same  manner  that  county  com¬ 
missioners  are  authorized  to  do  by  said  act. 

Sec.  6.  The  directors,  or  a  majority  of  them,  may  change  the  points 


CORPORATE  HISTORY. 


339 


west  of  Covington,  in  Miami  county,  so  as  to  locate  the  road  of  said 
company  on  such  route,  and  to  such  point  at  the  west  line  of  this  state, 
as  they  may  deem  promotive  of  the  interests  of  said  corporation,  and 
they  may  also  change  the  eastern  terminus  of  said  road  to  any  other 
point  than  that  named  in  the  act  incorporating  said  company. 

Sec.  7.  The  stockholders  of  said  company  may,  at  any  time  hereafter, 
increase  the  number  of  their  directors  to  any  number  not  exceeding 
twelve. 

Sec.  8.  That  the  first,  second  and  third  sections  of  this  act  shall  con¬ 
tinue  in  force  until  said  road  shall  be  finished,  and  ready  to  make  dividends 
of  profits. 

Ohio  Local  Laws,  vol.  49,  page  478. 

An  Act  to  Amend  an  Act  entitled  an  Act  to  Incorporate  the 
Columbus,  Piqua  and  Indiana  Railroad  Company. 

Approved  March  22,  1851. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  the  county  of  Franklin,  city  of  Columbus,  and  any  townships  in 
said  Franklin  county,  in  or  through  which  said  Columbus,  Piqua  and 
Indiana  Railroad  may  be  located,  shall  be  and  they  are  hereby  authorized 
to  subscribe  to  the  capital  stock  of  said  company,  the  said  county  and 
city  each,  in  any  sum  not  exceeding  fifty  thousand  dollars,  and  each  of 
said  townships  in  any  sum  not  exceeding  twenty  thousand  dollars;  said 
subscriptions  to  be  made  as  provided  by  the  fourth  and  sixth  sections  of 
said  act,  passed  February  23,  1849. 

Sec.  2.  That  the  vote  required  by  said  sixth  section  of  said  act  may 
be  taken  at  any  meeting  of  the  qualified  voters  of  said  county  or  city 
for  that  purpose,  by  giving  the  notice  pointed  out  in  the  act  regulating 
the  mode  of  proceeding  when  county  commissioners  may  be  authorized 
by  law  to  subscribe  to  the  capital  stock  of  railroads,  turnpike  roads,  and 
other  incorporated  companies  in  this  .state,  passed  February  20,  1846. 

Ohio  Local  Laws,  vol.  49,  page  484. 


DECREE  OE  SALE 


Of  the  Columbus,  Piqua  and  Indiana  Railroad  by  the  Common 
Pleas  Court  of  Franklin  County,  Ohio. 


Entered  June  20,  1863. 


George  S.  Coe,  trustee, 


vs. 

The  Columbus,  Piqua  and  Indiana  Railroad  Company 

and  others. 


►  Civil  action. 


On  this  day,  H.  H.  Hunter,  who  is  one  of  the  attorneys  of  the  plaintiff 
in  the  above  named  case,  acting  in  this  behalf  as  attorney  for  certain 
creditors  and  stockholders  of  the  said  Columbus,  Piqua  and  Indiana 
Railroad  Company,  parties  to  an  agreement  entitled  “  General  plan  for 
the  reorganization  of  the  Columbus,  Piqua  and  Indiana  Railroad  Com- 


340  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


pany,  in  pursuance  of  the  act  of  the  state  of  Ohio,  passed  April  n,  1861,” 
and  on  leave  of  the  court,  filed  in  said  case  a  copy  of  said  agreement. 
Whereupon,  on  motion  of  the  parties  to  said  agreement  by  their  attorney, 
the  court  having  inspected  the  said  copy  and  the  verification  thereof 
thereto  annexed  and  filed  therewith,  do  find  that  the  same  is  a  true 
copy  of  the  originals  of  which  the  same  purports  to  be  a  copy,  which 
originals  remain  in  the  possession  of  Samuel  M.  Raisbeck.  as  secretary, 
of  Lowell  Holbrook,  James  A.  Roosevelt,  of  New  York,  and  Joseph 
T.  Thomas,  of  Philadelphia,  trustees  named  in  said  agreement  for  all 
of  the  parties  thereto:  and  the  court  doth  further  find  that  more  than 
two-thirds  in  interest  of  the  creditors  of  said  railroad  company,  and 
more  than  two-thirds  in  interest  of  the  stockholders  of  said  company 
by  the  agreement  aforesaid  have  agreed  in  writing  upon  a  plan  for  the 
readjustment  and  capitalization  of  the  debt  and  stock  thereof;  and  that 
said  agreement,  in  all  particulars,  is  in  conformity  with  the  requirements 
of  the  act  of  the  General  Assembly  of  this  state,  entitled  “  An  act  to 
regulate  the  sale  of  railroads,  and  the  reorganization  of  the  same,”  passed 
April  nth,  1861,  and  in  such  manner  as  that  the  provisions  of  said  act  do 
apply  to  such  judgment  or  decree  as  may  be  proper  to  be  rendered  against 
said  company;  and  in  all  other  respects  contemplated  by  the  provisions 
of  said  act.  And  on  further  motion  as  aforesaid,  it  is  ordered  by  the 
court,  that  the  copy  of  said  agreement  so  filed  as  aforesaid,  including 
the  signatures  of  the  parties  thereto,  indicating  in  columns,  as  in  said 
copy,  the  classes  and  amounts  of  bonds  subscribed  and  amounts  of 
interest  due,  and  whether  subscriber  donates  or  not,  be  entered  upon  the 
journal,  and  be  carried  into  the  complete  record,  including  also  the 
affidavit  of  Samuel  M.  Raisbeck  in  verification  of  said  copy.  And  the 
same  is  accordingly  copied  as  follows:  (See  plan  of  reorganization, 
page  347-) 

And  now  this  cause  coming  on  further  to  be  heard  upon  the  pleadings, 
exhibits  and  evidence,  and  in  conformity  with  the  principles  of  the  judg¬ 
ment  and  mandate  of  the  Supreme  .Court,  and  of  the  statute  in  such  cases 
made  and  provided,  enacted  since  the  rendition  of  the  judgment  of  the 
Supreme  Court  and  the  mandate  of  said  court  to  this  court  herein, 
thereupon  this  court,  conforming  to  said  mandate  of  the  Supreme  Court, 
doth  now  find,  order,  adjudge  and  decree  as  follows:  First,  that  the  whole 
number  and  amount  of  the  bonds  of  the  said  Columbus,  Piqua  and 
Indiana  Railroad  Company  mentioned  in  and  secured  by  the  said  first 
mortgage  to  the  plaintiff,  George  S.  Coe,  as  trustee,  bearing  date  Novem¬ 
ber  ist,  1851,  in  the  aggregate  amounting  to  the  sum  of  six  hundred 
thousand  dollars  of  principal,  became  due  and  were  payable  on  the  first 
day  of  January,  A.  D.  1862,  and  that  the  whole  amount  thereof  remains 
due  and  owing  and  unpaid  by  the  said  company;  also  that  the  interest 
coupons  upon  said  bonds  which  fell  due  on  the  ist  day  of  January,  A.  D. 
1856,  amounting  in  the  aggregate  to  the  sum  of  twenty-one  thousand 
dollars  ($21,000),  at  the  maturity  of  said  coupons,  before  and  at  the  time 
of  the  commencement  of  this  suit,  remained  unpaid,  and  still  remain 
unpaid,  with  the  interest  accrued  and  accruing  thereon;  the  interest  so 
accrued  thereon  to  the  first  day  of  January,  A.  D.  1863,  being  the  sum 


CORPORATE  HISTORY. 


341 


of  $10,290,  and  that  all  interest  coupons  annexed  to  said  bonds  which 
have  fallen  due  semi-annually  since  the  1st  day  of  January,  1856,  to  and 
including  the  1st  day  of  January,  A.  D.  1862  (being  the  date  of  the  ma¬ 
turity  of  the  principal  of  said  bonds  with  the  interest  thereon  accrued, 
remain  unpaid  and  due  and  owing  by  said  company,  and  that  the  prin¬ 
cipal  thereof,  with  interest  thereon  to  the  first  day  of  January,  A.  D.  1863, 
is  the  sum  of  $318,050,  and  that  the  interest  accrued  on  said  principal 
sum  of  $600,000,  after  the  maturity  thereof  remains  unpaid  and  due  and 
owing  by  said  company,  the  amount  thereof  to  the  first  day  of  January, 
A.  D.  1863,  being  the  sum  of  $42,000,  and  that  the  aggregate  amount  of 
the  principal  of  said  bonds  and  of  all  of  said  unpaid  coupons  and  interest 
thereon  to  the  first  day  of  January,  A.  D.  1863,  is  the  sum  of  nine  hun¬ 
dred  and  ninety-one  thousand  three  hundred  and  forty  dollars  ($991,340), 
which  sum  it  is  adjudged  and  decreed  by  the  court  the  Columbus,  Piqua 
and  Indiana  Railroad  Company  shall  pay,  with  interest  thereon  from  the 
first  day  of  January,  A.  D.  1863,  into  the  hands  of  the  receivers  in  this  case 
within  five  days  from  the*  date  of  entering  this  judgment,  to  be  held 
subject  to  the  further  order  and  judgment  of  this  court  for  all  purposes 
of  disbursement  and  distribution  thereof  amongst  the  bona  fide  holders  of 
said  bonds  and  coupons.  And  all  questions  touching  the  amount  of  the 
indebtedness  of  said  company  on  account  of  the  second  and  third  mort¬ 
gages  of  said  company,  or  otherwise  to  any  party  to  this  suit,  not  herein 
adjudged  are  expressly  reserved  for  the  further  consideration  of  the  court, 
as  may  become  necessary  in  the  further  progress  of  the  case  not  incon¬ 
sistent  with  this  decree.  And  it  is  further  ordered,  adjudged  and  decreed 
by  the  court,  that  if  default  be  made  in  the  payment  by  said  company 
within  the  time  aforesaid,  of  the  sum  of  $991,340  to  said  receivers,  then 
and  in  that  case  the  said  mortgaged  premises  conveyed  in  trust  to  the 
plaintiff  by  the  said  first  mortgage,  to  wit,  by  the  two  deeds,  the  one 
dated  November  1st,  1851,  and  the  other  February  21,  1852,  in  confirma¬ 
tion  of  the  first,  as  interpreted  and  construed  by  the  order  and  judgment, 
of  the  Supreme  Court  as  set  forth  in  the  mandate  of  said  court  before 
referred  to  in  this  case,  namely:  the  entire  railroad  of  said  company, 
including  the  right  of  way  therefor  held  and  owned  by  said  company, 
and  the  land  occupied  thereby  or  needful  to  be  used  in  the  construction, 
reconstruction,  repair,  use  and  enjoyment  thereoi,  by  whatever  right  the 
same  may  be  holden  by  said  company,  together  with  the  superstructures 
and  tracks  thereon,  and  all  bridges,  viaducts,  culverts,  fences,  depot 
grounds  and  buildings  thereon;  including  also  as  a  part  of  said  mort¬ 
gaged  premises,  all  engines,  locomotives,  cars  of  every  description,  roll¬ 
ing  stock,  turntables,  water  stations  and  fixtures,  station  houses,  ware¬ 
houses,  and  lots  and  lands  used  in  operating  said  road  or  intended  so  to 
be  used,  or  in  connection  therewith  and  owned  and  held  for  that  purpose; 
and  all  tools  and  implements,  materials  and  supplies,  and  all  shops  and 
engine  houses  owned,  used,  or  provided  by  said  company  to  be  used 
in  operating  said  railroad,  including  such  matters  and  things  as  may 
have  been  or  shall  be  procured,  obtained  or  supplied  by  the  agency  of  the 
receivers  in  this  case:  and  all  the  privileges,  franchises  and  powers  of 
said  company,  including  its  franchise  to  be  and  act  as  a  corporation 


342  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

conferred  by  the  charter  and  amendments  to  the  charter  of  said  company 
as  authorized  by  the  act  of  the  General  Assembly  referred  to,  passed 
April  II,  1861,  be  sold  in  one  entire  parcel  and  as  an  entirety  as  herein¬ 
after  directed,  ordered  and  decreed.  And  the  court  deeming  it  expedient, 
in  further  conformity  with  said  act  and  particularly  the  eighth  section 
thereof,  so  to  order,  doth  further  order  and  direct  that  the  said  railroad, 
and  other  property  mortgaged  therewith,  and  said  franchises  ordered 
to  be  sold  as  aforesaid  and  every  part  thereof,  be  sold  as  aforesaid  with¬ 
out  appraisement,  but  in  ordef  to  prevent  sacrifice,  and  protect  the  in¬ 
terests  of  all  concerned,  it  is  further  ordered  that  no  sale  of  the  premises 
so  ordered  to  be  sold  as  aforesaid  be  made  for  less  than  five  hundred 
thousand  dollars;  but  if  no  sale  can  be  effected  for  that  sum,  or  if  for 
any  cause  it  shall  be  made  to  appear  to  be  equitable  that  the  amount  of 
said  minimum  sum  should  be  increased  or  diminished,  the  court  hereby 
reserves  the  power  to  increase  or  diminish  the  same.  It  is  further  ordered 
by  the  court  that  the  sale  of  said  premises  be  made  by  John  H.  Bradley, 
who  is  hereby  appointed  a  special  master  commissioner  for  that  purpose 
herein;  and  that  said  sale  be  held  at  the  court  house  door  in  the  city  of 
Columbus,  Franklin  county,  Ohio.  That  said  master  commissioner  cause 
the  time  and  place,  and  terms  of  said  sale,  together  with  a  specification 
of  the  premises  as  hereinbefore  described,  to  be  advertised  in  two  news¬ 
papers  of  good  circulation,  published  in  the  city  of  New  York,  one  in 
the  city  of  Philadelphia,  and  one  in  the  city  of  Columbus  for  at  least 
thirty-five  days  before  said  sale:  and  that  he  strike  off  and  sell  the  same 
to  the  highest  and  best  bidder  therefor  upon  the  terms  of  payment  fol¬ 
lowing:  One  third  part  of  the  purchase  money  to  be  paid  within  thirty 
days  after  the  confirmation  of  said  sale  by  this  court,  one-half  of  the 
balance  in  one  month  thereafter,  and  the  residue  in  two  months  there¬ 
after;  but  the  master  commissioner  before  striking  off  said  premises  to 
any  bidder  or  bidders  shall  require  him  or  them  to  deposit  in  his  hands 
ten  per  centum  of  the  amount  of  the  purchase  money,  to  be  absolutely 
forfeited  to  the  uses  of  the  trust  in  the  hands  of  the  receivers  in  case 
said  bidder  or  bidders  shall  fail  to  pay  the  first  installment  of  the  pur¬ 
chase  money  within  thirty  days  after  the  confirmation  of  said  sale;  pro¬ 
vided,  however,  that  no  forfeit  deposit,  as  aforesaid,  shall  be  required  of 
any  bidder  or  bidders  who  shall  place  in  the  hand  of  the  master  commis¬ 
sioner  two  hundred  thousand  dollars  of  the  first  mortgage  bonds  of  said 
company  at  the  par  value  thereof,  to  be  held  by  him  as  a  security  for  the 
performance  by  said  bidder  or  bidders  of  their  said  contract  of  purchase, 
the  dividends  accruing  thereon  from  the  proceeds  of  said  sale  to  be 
applied  in  part  payment  of  the  purchase  money  in  case  the  terms  of  said 
sale  be  complied  with,  or  in  default  thereof  the  said  bonds  to  be  forfeited 
to  the  uses  of  said  trust.  And  it  is  further  ordered,  adjudged  and  de¬ 
creed,  that  the  purchaser  or  purchasers  at  said  sale  shall,  upon  confirma¬ 
tion  and  full  payment  of  the  purchase  money  have,  hold  and  take  the 
said  property  and  franchises,  to  be  sold  as  aforesaid,  to  them,  their  heirs, 
successors  and  assigns  forever,  free  from  and  acquit  and  discharged  of 
every  claim  or  demand  whatsoever  against  the  same,  whether  by  judg¬ 
ment,  mortgage  or  otherwise,  by  and  in  behalf  of  any  person  or  persons, 


CORPORATE  HISTORY. 


343 


body  politic  or  corporate,  as  creditor,  corporator  or  stockholder  of  the 
said  Columbus,  Piqua  and  Indiana  Railroad  Company:  and  immediately 
upon  the  confirmation  of  said  sale,  shall  be  entitled  to  the  possession 
thereof,  to  be  delivered  to  him  or  them  by  the  receivers,  to  be  held, 
possessed,  used,  carried  on,  repaired,  completed  or  reconstructed,  relo¬ 
cated,  improved  and  operated  by  such  purchaser  or  purchasers,  his  or 
their  heirs,  successors  and  assigns  by  the  same  right  and  for  all  the 
same  purposes,  by  which  the  same  were  or  might  otherwise  be  held, 
possessed,  used,  carried  on,  etc.,  by  the  said  company,  and  the  same  again 
to  sell,  pledge  or  dispose  of  as  absolute  owners  thereof.  And  upon  full 
payment  of  the  purchase  money  to  the  said  special  master  commissioner, 
or  otherwise,  as  may  be  ordered  by  the  court,  the  said  special  master 
commissioner,  at  the  proper  charge  and  expense  of  the  said  purchaser  or 
purchasers,  shall  convey  to  said  purchaser  or  purchasers,  or  the  sur¬ 
vivors  or  survivor  of  them,  either  absolutely  or  in  trust,  as  the  case  may 
be,  all  and  singular  the  property,  rights,  privileges  and  franchises  to 
be  sold  as  aforesaid,  and  if  in  trust,  the  same  to  be  expressly  in  trust 
for  such  uses  and  purposes,  and  parties  and  persons  as  the  said  purchaser 
or  purchasers  may  in  equity  be  subject  to  in  making  said  purchase. 
And  before  entering  upon  his  duty  in  the  premises,  said  special  master 
commissioner  is  hereby  directed  and  required  to  enter  into  an  under¬ 
taking  to  the  plaintiff  for  the  use  of  all  parties  concerned,  conditioned 
for  the  faithful  execution  of  all  of  his  duties  in  the  premises  and  for  the 
faithful  payment  over  of  all  money  that  shall  come  into  his  hands  accord¬ 
ing  to  the ‘orders  of  this  court,  made  and  to  be  made,  herein,  with  two  or 
more  sureties  to  the  acceptance  of  the  court.  And  the  court  doth  find 
that  there  were  outstanding,  as  of  November  i,  1862,  as  reported  by  J. 
W.  Baldwin,  master  commissioner,  as  per  his  report  herein,  dated  Feb¬ 
ruary  13,  1863,  receivers’  certificates  of  indebtedness  issued  pursuant  to 
the  order  of  this  court  at  June  term,  1858,  to  the  sum  and  amount  of 
$206,845.96,  subject  to  be  increased  by  interest  as  may  be  proper;  and 
upon  the  footing  of  said  order,  pursuant  to  which  said  certificates  were 
issued,  the  court  doth  now  order,  adjudge  and  decree  that  payment  thereof 
shall  be  made  in  preference  to  any  other  debt  or  demand  against  said 
company  out  of  any  funds  that  may  remain  in  the  hands  of  the  receivers 
and  arising  from  the  sale  to  be  made  as  aforesaid  after  liquidating  and 
fully  paying  all  other  debts  and  liabilities  of  the  receivership  incurred 
or  to  be  incurred  in  pursuance  of  orders  of  this  court,  made  or  to  be 
made;  the  expenses  of  the  receivership  and  the  legally  taxable  costs  of 
this  litigation,  so  far  as  not  previously  paid,  including  all  costs  of  ref¬ 
erence  made  or  to  be  made  by  order  of  this  court,  and  the  expenses  of 
executing  this  decree,  and  the  expenses  of  the  plaintiff  as  trustee  in  and 
about  the  execution  of  the  trust  under  said  first  mortgage,  including  a 
just  compensation  to  him  for  his  services,  and  to  his  counsel  and 
attorneys  for  their  services  in  this  litigation.  And  to  this  end  it  is 
further  ordered  by  the  court,  this  cause  stand  referred  to  J.  Wm.  Bald¬ 
win,  Esq.,  master  commissioner,  to  report  to  this  court:  1.  What  debts 
and  liabilities  incurred  by  the  receivers  other  than  the  receivers’  certi¬ 
ficates  above  referred  to  shall  remain  unpaid  at  the  time  of  the  surrender 


344  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

of  the  possession  of  said  property  and  franchises  by  the  receivers  to  the 
purchaser  or  purchasers  or  at  the  time  at  which  he  shall  make  his 
report  thereafter.  2.  What  amount  of  money  and  items  of  property  and 
the  probable  value  thereof,  and  debts  and  liabilities,  whether  due  to  the  re¬ 
ceivers  or  to  said  railroad  company  from  third  persons,  remain  in  the 
hands  of  the  receivers,  at  the  same  time  including  in  this  branch  of  his  re¬ 
port  a  statement  of  the  accounts  of  the  receivers,  so  far  as  not  previously 
settled  for  the  purposes  of  a  final  settlement  thereof.  3.  What  amount  of 
receivers’  certificates  referred  to  above,  including  interest  to  the  date  of 
the  report,  remains  outstanding  and  unpaid,  specifying  the  amount  of 
principal  and  interest  separately,  due  on  each  certificate.  4.  What  amount 
of  legally  taxable  costs  in  this  case  remains  unpaid,  at  the  same  time 
the  items  of  the  entire  cost  bill  to  be  furnished  to  said  master  on  his 
request  by  the  clerk,  errors  therein  to  be  subject  to  correction  by  the  mas¬ 
ter  and  credits  for  payments  in  like  manner  to  be  rendered  by  the  clerk, 
subject  to  correction  by  the  master.  5.  What  amount  as  compensation 
for  his  services  and  necessary  expenses  in  and  about  the  execution  of  his 
trust  under  said  first  mortgage  is  legally  and  equitably  payable  to  the 
plaintiff,  and  what  amount  to  his  counsel  and  attorneys  for  their  services 
in  this  litigation,  including  the  cases  in  error  in  the  Supreme  Conrt.  6. 
What  amount  of  the  funds  to  be  produced  by  said  sale  and  from  other 
sources  in  the  hands  of  the  receivers  shall  remain  upon  the  principles  of 
this  decree  subject  to  be  applied  in  payment  to  the  holders  of  the  bon$s 
and  coupons  secured  by  said  first  mortgage;  and  what  sum  or  amount 
of  said  funds,  if  any,  remain  after  fully  paying  said  bonds  and  coupons 
and  interest  thereon  according  to  this  decree.  And  if  said  funds  are 
not  sufficient  to  fully  pay  said  bonds  and  coupons,  it  is  by  the  court 
adjudged  and  decreed  that  the  same  be  paid  and  distributed  to  and 
amongst  the  holders  of  said  bonds  and  coupons  pro  rata  in  proportion 
to  the  amount  of  principal  and  interest  as  ascertained  in  making  up 
the  amount  in  gross  of  this  decree,  held  by  each  of  such  holders.  7.  Said 
J.  Wrn.  Baldwin,  master  commissioner,  is  further  directed  to  report  to 
the  court  what  reasonable  compensation  the  trustees  of  the  second  and 
third  mortgages  for  their  services  and  expenses  and  their  counsel  for 
services  in  this  case,  and  the  counsel  of  the  said  Columbus,  Piqua  and 
Indiana  Railroad  Company  for  services  in  this  case,  are  severally  entitled 
to  receive;  it  being  hereby  reserved  that  such  further  order  as  may  be 
equitable  be  made  by  the  court  in  relation  thereto  upon  the  coming  in 
of  said  report.  It  is  further  ordered  by  the  court,  that  if  default  be 
made  by  said  company  in  the  payment  of  the  said  amount  found  due 
and  adjudged  to  be  paid  by  it  as  aforesaid  within  the  time  limited  there¬ 
for,  it  shall  be  the  duty  of  the  clerk,  upon  the  precipe  of  the  attorneys 
for  the  plaintiff,  to  be  filed  in  his  office  at  any  time  after  such  default,  to 
issue  under  the  seal  of  this  court  an  order  of  sale,  to  be  directed  to  the 
said  John  H.  Bradley,  special  master  herein  appointed,  to  make  the  sale, 
reciting  so  much  of  this  decree  as  relates  to  the  sale  herein  ordered  and 
specifying  the  terms  and  conditions  thereof,  and  a  description  as  herein 
contained  of  the  subject-matter  to  be  sold,  returnable  according  to  law, 
commanding  and  requiring  him  to  carry  the  same  into  execution  and 


CORPORATE  HISTORY. 


345 


report  his  proceedings  in  that  behalf  to  the  court  to  be  confirmed  or 
set  aside  as  may  be  lawful.  And  if  no  sale  be  made  by  the  master,  or  if 
made  and  set  aside  by  the  court  for  any  reason,  it  shall  be  the  duty  of 
the  clerk,  on  precipe  as  aforesaid,  as  often  as  the  same  may  happen,  to 
issue  further  orders  of  sale  to  the  master  till  a  sale  and  confirmation 
thereof  shall  be  effected.  Also,  it  is  ordered  that  except  so  far  as  the 
purchase  money  may  be  required  to  satisfy  claims  payable  out  of  the 
proceeds  of  said  sale  in  behalf  of  claimants  other  than  the  purchaser  or 
purchasers,  the  master  commissioner  may  receive  from  the  purchaser 
or  purchasers  in  payment  thereof,  the  evidences  t>f  liability  or  claim 
against  the  company  entitled  to  be  paid  on  distribution  in  payment 
thereof. 

The  state  of  Ohio, 

Franklin  county, 

I,  T.  S.  Shepard,  clerk  of  the  Court  of  Common  Pleas,  within  and  for 
said  county,  do  hereby  certify  that  the  foregoing  is  a  truly  copied  ab¬ 
stract  from  the  journal  entry  made  in  this  case  on  the  journal  of  said 
court,  now  in  my  office. 

Witness  my  hand  and  the  seal  of  said  court  at  Columbus,  this  20th  day 
of  June,  A.  D.  1863. 

T.  S.  SHEPARD,  Clerk. 


DECREE  CONFIRMING  SALE. 


Entered  November  20,  1863. 


George  S.  Coe,  trustee, 
against 

The  Columbus,  Piqua  and  Indiana  Railroad  Company 

and  others. 


-  Civil  action. 


John  H.  Bradley,  special  master  commissioner  in  this  case,  having 
returned  into  court  our  order  of  sale  herein  to  him  directed,  with  his 
report  annexed,  that  in  obedience  to  the  command  thereof  he  had,  on 
the  6th  day  of  August,  A.  D.  1863,  at  the  door  of  the  court  house  of  this 
county,  by  public  vendue  and  outcry,  offered  for  sale  and  struck  off  and 
sold  to  Lowell  Holbrook,  Joseph  T.  Thomas  and  James  A.  Roosevelt, 
as  trustees,  and  in  trust  for  all  the  parties  to  the  plan  and  agreement  for 
the  reorganization  of  the  Columbus,  Piqua  and  Indiana  Railroad  Com¬ 
pany,  as  the  same  is  filed  and  appears  of  record  in  this  case,  the  railroad, 
property,  buildings,  rights,  privileges  and  franchises,  as  in  said  order  of 
sale  are  fully  and  specifically  set  forth  and  mentioned,  as  an  entire  parcel 
and  as  an  entirety,  at  and  for  the  sum  of  five  hundred  thousand  dollars, 
payable  according  to  the  terms  in  said  order  specified,  namely,  one-third 
part  thereof  to  be  paid  within  thirty  days  after  the  confirmation  of  said 
sale  by  this  court,  one-half  of  the  balance  in  one  month  thereafter,  and 
the  residue  in  two  months  thereafter,  that  sum  being  bid  by  them  and 
being  the  highest  and  best  bid  therefor,  and  being  the  minimum  sum  for 
which  the  same  was  permitted  to  be  sold,  notice  of  the  time  and  place  of 
said  sale  having  been  published  and  given  as  required  by  said  order. 


346  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


And  said  report  of  said  sale,  and  the  proceedings  of  the  said  special 
master  commissioner  in  the  premises  being  carefully  examined  by  the 
court,  the  court  doth  find  that  the  said  sale  advertisements  thereof  and 
proceedings  of  the  said  special  master  commissioner  were  had,  made  and 
done  in  conformity  with  said  order  of  sale  and  according  to  law.  It  is 
therefore  by  the  court  ordered  and  adjudged,  that  said  sale  and  pro¬ 
ceedings  be  and  the  same  are  hereby  in  all  things  confirmed.  And  it 
further  appearing  to  the  court  by  the  said  special  master’s  report,  that 
the  said  purchasers  at  the  time  of  their  said  bid  deposited  in  the  hands 
of  the  said  special  ifiaster  commissioner  $200,000  of  the  first  mortgage 
bonds  of  said  Columbus,  Piqua  and  Indiana  Railroad  Company,  at  the 
par  value  thereof,  in  conformity  with  the  requirement  of  the  said  order 
of  sale,  and  that  said  bonds  remain  in  the  hands  of  said  commissioner. 
It  is  further  ordered  by  the  court  that  he  continue  to  hold  the  same  for 
the  purposes  in  said  order  mentioned;  nevertheless  allowing  to  the  pur¬ 
chasers,  first,  the  benefit  of  the  dividend  accruing  thereon  from  the  pro¬ 
ceeds  of  said  sale  in  part  payment  of  the  purchase  money,  and  on  full 
payment  of  the  purchase  money,  he  restore  said  bonds  to  the  said  pur¬ 
chasers  for  the  use  of  the  proper  owners  thereof.  And  it  further  appear¬ 
ing  to  the  court  that  the  parties  beneficially  interested  in  the  said  pur¬ 
chase  of  said  railroad  property  and  franchises,  under  and  by  virtue  of 
said  plan  ,and  agreement  for  the  reorganization  of  said  railroad  company, 
have  since  said  sale,  in  conformity  with  the  provisions  of  the  statute  in 
such  case  made  and  provided,  effected  a  corporate  reorganization  by  the 
corporate  name  of  “  The  Columbus  and  Indianapolis  Railroad  Company,” 
a  certificate  of  which  corporate  organization,  under  the  corporate  seal 
of  said  reorganized  body  corporate,  has  been  duly  filed  and  recorded  in 
ihe  office  of  the  secretary  of  state  of  this  state.  And  the  said  purchasers 
in  trust,  by  their  written  request  now  to  the  court  here  shown  (which  is 
ordered  to  be  filed  and  made  a  part  of  the  record  in  this  case),  having 
requested  the  conveyance  to  be  made  in  pursuance  of  said  sale  to  the 
said  “  The  Columbus  and  Indianapolis  Railroad  Company,”  it  is  by  the 
court  ordered  that  by  the  said  special  master  commissioner,  upon  full 
payment  to  him  of  the  purchase  money,  execute  and  deliver  to  the  said 
“  The  Columbus  and  Indianapolis  Railroad  Company,”  a  deed  for  the 
conveyance  of  said  railroad  property  and  franchises,  such  as  otherwise 
would  be  proper  to  have  been  made  to  said  purchasers.  And  said 
special  master  commissioner  is  directed  to  deliver  to  said  body  cor¬ 
porate  the  possession  of  said  premises  instead  of  to  said  purchasers.- 
It  is  further  ordered  by  the  court  that  the  said  purchasers  pay  the  pur¬ 
chase  money  by  them  bid  as  aforesaid  into  the  hands  of  the  said  John 
H.  Bradley,  as  special  master  commissioner,  and  that  he  pay  and  dis¬ 
burse  the  same  to  the  parties  entitled  to  receive  the  same  according  to 
the  findings  and  report  to  be  made  by  the  special  commissioner,  J.  Wm. 
Baldwin,  upon  the  principles  of  the  order  of  reference  to  him  made 
herein  at  the  May  term,  1863,  of  this  court.  And  it  is  further  ordered 
that  said  John  H.  Bradley,  as  special  master  commissioner,  have  power 
and  he  is  hereby  authorized  to  pay  and  take  up  the  receiver’s  certificates 
now  outstanding  in  advance  of  the  report  of  Commissioner  Baldwin, 


CORPORATE  HISTORY. 


347 


and  any  other  claims  entitled  to  be  fully  paid  out  of  the  funds  in  his 
hands  or  to  come  to  his  hands  applicable  thereto  in  advance  of  such 
report,  and  that  said  Bradley  report  his  doings  in  the  premises  to  this 
court. 

GENERAL  PLAN  EOR  THE  REORGANIZATION  OF  THE  COLUM¬ 
BUS,  PIQUA  AND  INDIANA  RAILROAD  COMPANY. 

Dated  November  2,  1861. 

Whereas,  The  said  Columbus,  Piqua  and  Indiana  Railroad  Company 
is  unable  to  pay  its  debts,  and  by  reason  thereof  certain  proceedings  at 
law  to  enforce  payment  thereof  have  been  had  and  taken  in  the  Court 
of  Common  Pleas,  of  Franklin  county,  in  the  state  of  Ohio,  in  and  by 
a  certain  suit  and  complaint  therein,  in  which  George  S.  Coe,  trustee  is 
plaintiff  and  the  said  railroad  company  is  defendant,  in  which  suit  it  has 
been  held  that  said  railroad  and  property  are  liable  to  be  sold  for  the 
payment  of  debts;  and  judicial  proceedings  are  now  pending  for  the  sale 
thereof,  under  mortgage  deeds  of  trust,  heretofore  given  by  said  rail¬ 
road  company  thereon,  which  deeds  are  specially  set  forth  in  such  pro¬ 
ceedings. 

And  whereas,  It  has  become  evident  that  said  railroad  and  property, 
if  sold  without  any  arrangement  among  the  creditors  and  parties  in¬ 
terested,  and  without  some  provision  to  bring  it  into  connection  with 
the  business  and  interests  of  other  roads,  will  produce  but  a  small  amount 
of  its  indebtedness. 

And  whereas,  It  is  believed  that,  by  a  donation  of  a  portion  of  the 
bonds  held  by  the  different  classes  of  bondholders,  for  that  purpose,  the 
said  railroad  can  be  connected  with,  and  consolidated  in,  a  line  of  rail¬ 
road,  extending  from  Columbus,  Ohio,  to  Indianapolis,  Indiana,  on  fair 
and  advantageous  terms,  so  as  to  make  the  same  of  much  more  value  to 
all  parties  interested. 

1st.  It  is  therefore  agreed  by  parties  hereto,  representing  the  different 
interests  of  said  railroad  company,  that  the  debt  and  stock  shall  be  re¬ 
adjusted  and  capitalized  in  the  manner  following,  to  wit:  That  there  shall 
be  made  and  issued  $200,000  of  preferred  bonds,  bearing  seven  per  cent, 
per  annum  interest,  to  be  used  for  paying  off  and  satisfying  all  debts 
created  under  the  receivership  for  the  construction  and  equipment  of 
the  western  division  of  said  road,  under  the  decree  of  court  made  for 
that  purpose,  and  also  to  pay  any  unsecured  debts  of  said  company 
incurred  for  repairs  or  running  expenses. 

2nd.  There  shall  also  be  issued  an  amount  of  bonds,  bearing  the  same 
rate  of  interest,  sufficient  to  pay  and  satisfy,  at  par,  the  principal  of  any 
bonds  now  secured  by  the  present  first  mortgage  on  said  road,  and  sur¬ 
rendered  by  parties  or  persons  assenting  hereto,  and  who  shall  have 
made  a  donation  of  one-third  of  their  bonds  to  build  and  create  a  western 
connection  for  said  road;  and  like  bonds  to  pay  and  satisfy,  in  the  same 
manner,  any  such  first  mortgage  bonds  so  donated  for  that  purpose. 

3rd.  There  shall  also  be  issued  a  further  amount  of  similar  bonds, 
sufficient  at  par  value  to  pay  off  and  satisfy,  at  the  rate  of  forty  per  cent. 


34^  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

of  the  principal  only,  of  all  first  mortgage  bonds,  held  or  surrendered 
by  persons  assenting  hereto,  but  declining  to  make  any  donation  as 
above,  to  benefit  and  connect  said  road  in  the  through  line,  as  above 
stated. 

4th.  All  of  the  above  new  issue  of  bonds  to  be  secured  by  a  first 
mortgage  on  said  Columbus,  Piqua  and  Indiana  Railroad;  but  the  $200,- 
000  of  bonds  first  named  to  be  preferred  and  have  priority  of  lien  over  all 
the  rest,  as  to  all  payments  to  become  due  thereon,  or  means  for  such 
payments. 

5th.  There  shall  be  a  new  second  mortgage  created  on  said  road  and 
property,  and  bonds  be  issued  and  secured  by  it,  to  an  amount  sufficient 
at  par,  to  pay  off  and  satisfy  at  par  the  principal  of  all  bonds  held  and 
surrendered  by  any  person  assenting  hereto  and  holding  and  surrender¬ 
ing  second  mortgage  bonds,  and  who  shall  have  as  aforesaid,  donated 
the  one-third  part  of  his  bonds,  to  benefit  and  to  connect  the  said  road 
in  the  through  line,  as  above  stated;  and  also  bonds,  in  like  manner, 
sufficient  at  par  to  pay  off  and  satisfy  the  principal  of  all  such  bonds  so 
donated  for  that  purpose. 

6th.  There  shall  also  be  issued  an  amount  of  similar  bonds  under 
said  second  mortgage,  sufficient  at  par  to  pay  off  and  satisfy,  at  the  rate 
and  value  of  twenty  per  cent,  of  the  principal  thereof  only,  all  bonds 
held  or  surrendered  by  persons  assenting  hereto,  who  shall  fail  to  donate 
the  amount  or  portion  of  their  bonds,  as  above  required,  to  benefit  and 
connect  said  road  in  the  through  line,  as  aforesaid.  And  all  of  such 
new  bonds  so  to  be  issued  shall  be  secured  by  such  second  mortgage  on 
said  railroad  and  property,  and  have  a  lien  thereon,  subsequent,  in  all 
respects,  to  the  first  mortgage  above  provided  for. 

7th.  There  shall  be  made  and  created  a  third  mortgage  on  said  rail¬ 
road  and  property,  and  under  it  and  secured  by  it  there  shall  be  issued 
an  amount  of  new  third  mortgage  bonds,  sufficient  at  par  to  pay  off  and 
satisfy  the  principal  of  any  of  the  present  third  mortgage  bonds  held  or 
surrendered  by  any  person  assenting  hereto,  and  who  shall  have  donated 
the  one-third  of  the  bonds  held  by  him,  to  benefit  said  road  and  connect 
the  same  in  the  through  line  aforesaid.  And  also  sufficient,  in  like 
manner,  to  pay  off  and  satisfy  the  bonds  so  donated  for  that  purpose. 

8th.  There  shall  be  issued  a  further  amount  of  similar  bonds  under 
said  third  mortgage,  sufficient  at  par  to  pay  off  and  satisfy,  at  the  rate 
and  value  of  ten  per  cent,  of  the  principal  thereof,  and  no  more,  any  and 
all  present  third  mortgage  bonds  held  or  surrendered  by  any  person 
assenting  hereto,  but  who  shall  fail  to  make  any  donation  as  aforesaid, 
to  benefit  and  connect  said  railroad  as  aforesaid. 

9th.  The  mortgages  and  bonds,  so  as  aforesaid  herein  provided  to  be 
made  and  issued,  and  to  hold  first,  second  and  third  liens  upon  said 
property,  and  to  the  extent  and  amount,  and  upon  the  principle  so  pro¬ 
vided,  shall  be  the  only  liens  made  and  bonds  issued  by  said  reorganized 
railroad  company,  in  or  about  its  reorganization;  and  all  of  said  mort¬ 
gages  given  upon  said  railroad  and  property  shall  include  within  their 
liens  all  of  the  franchises  of  said  corporation,  and  all  personal  property 
thereof. 


CORPORATE  HISTORY. 


349 


ioth.  All  bonds,  so  as  aforesaid  to  be  issued,  shall  bear  seven  per 
cent,  per  annum  interest,  payable  semi-annually,  in  the  city  of  New  York: 
shall  mature  twenty  years  after  date,  be  payable  to  bearer,  and  transfer¬ 
able  by  delivery;  but  no  new  bond  shall  be  issued,  as  herein  provided, 
to  satisfy  any  present  bond  now  existing,  until  the  bond  so  to  be  satisfied 
shall  be  surrendered  and  cancelled.  No  interest  due,  or  to  become  due, 
on  any  bond  so  to  be  exchanged  or  satisfied,  shall  be  estimated  or  in¬ 
cluded  in  the  payment  to  be  made  thereof. 

nth.  To  all  persons  assenting  hereto,  holding  the  income  bonds  of 
said  railroad  company,  the  payment  of  which  was  not  secured  by  a  pledge 
or  mortgage  on  real  estate,  and  to  J.  R.  Hilliard,  he  assenting  hereto, 
who  holds  a  judgment  against  said  railroad  company,  there  shall  be 
issued  and  given  preferred  capital  stock  in  said  new  organization,  at  the 
rate  of  fifty  cents  on  the  dollar  of  the  original  principal  of  such  income 
bonds  and  of  such  judgment. 

12th.  To  all  persons  assenting  hereto,  holding  claims  for  interest  due 
and  unpaid  on  any  mortgage,  or  income  bonds,  so  given  by  said  railroad 
company,  and  to  John  R.  Hilliard,  for  interest  on  said  judgment,  there 
shall  be  issued,  paid  and  given,  capital  stock  in  said  new  organization, 
at  the  rate  of  fifty  cents  on  the  dollar  of  such  interest.  And  to  all  per¬ 
sons  assenting  hereto,  holding  original  capital  stock  in  said  railroad 
company,  there  shall  be  issued,  paid  and  given  capital  stock  in  said  new 
organization,  at  the  rate  of  twenty-five  cents  on  the  dollar  of  the  principal 
sum  of  such  old  stock. 

13th.  The  above  payments  of  new  bonds,  and  preferred  and  common 
stock,  in  the  manner  and  at  the  rates,  amounts  and  percentage  above 
specified,  shall  wholly  pay  off,  satisfy  and  cancel  all  the  mortgages,  bonds, 
interest  and  original  capital  stock  of  the  said  Columbus,  Piqua  and  Indiana 
Railroad  Company,  held  by  persons  assenting  hereto,  and  the  same  and 
every  part  thereof  shall  be  thereby  wholly  annulled. 

14th.  That  every  bondholder  and  stockholder  in  such  new  organiza¬ 
tion  shall  have  the  right  to  vote  at  all  meetings  and  elections  of  said 
company,  one  vote  for  every  fifty  dollars  of  the  principal  of  bonds  or 
stock  owned  by  him  at  the  time  of  such  meeting  or  election,  and  also  the 
right  to  authorize,  in  writing,  any  person  to  vote  for  him  as  his  proxy 
or  attorney. 

15th.  That  Lowell  Holbrook,  James  A.  Roosevelt,  of  NewYork,  and 
Joseph  T.  Thomas,  of  Philadelphia,  be  and  they  are  hereby  appointed 
trustees  for  all  the  parties  hereto,  or  to  become  parties  hereto,  to  pur¬ 
chase  for  and  on  behalf  of  the  parties  to  this  agreement,  all  of  said  rail¬ 
road,  property  and  franchises  of  the  said  Columbus,  Piqua  and  Indiana 
Railroad  Company,  at  any  sale  thereof  to  be  had  under  any  decree  of 
said  court,  or  of  any  other  court,  in  pursuance  of  this  agreement  and  of 
the  act  of  the  General  Assembly  of  the  state  of  Ohio  aforesaid,  and 
otherwise  thereafter  to  proceed  to  organize  said  company  according  to 
the  provisions  of  said  act,  and  to  convey  the  property  so  purchased  to 
such  reorganized  company,  according  to  law. 

16th.  It  is  further  agreed,  that  this  plan  and  agreement  shall  be  filed 
in  the  said  Court  of  Common  Pleas  of  Franklin  county,  Ohio,  and  that 


350  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


the  said  court  may  order  and  decree  a  sale  and  disposition  of  all  the 
property,  road,  franchises  and  appurtenances  of  the  said  Columbus, 
Piqua  and  Indiana  Railroad  Company,  in  accordance  therewith,  and  of 
the  law  of  Ohio  aforesaid,  and  a  reorganization  of  said  corporation  in 
pursuance  thereof.  And  it  is  further  agreed,  that  all  proper  expenses, 
charges,  etc.,  including  counsel  fees,  to  a  reasonable  amount,  shall  be 
paid  out  of  the  proceeds  of  such  sale. 

17th.  It  is  further  agreed,  that  the  undersigned,  each  for  himself,  will, 
in  writing,  opposite  his  signature  hereto,  designate  the  amount  and  class 
of  bonds  or  stock  held  by  him,  and  also  the  interest  thereon,  and  the 
amount,  if  any,  donated  by  him,  to  be  deposited  with  Mr.  John  Q.  Jones, 
the  president  of  the  Chemical  Bank  of  the  city  of  New  York,  to  benefit 
and  connect  said  railroad  with  the  through  line  aforesaid,  and  whether 
he  elects  to  make  said  donation  or  not. 

In  witness  whereof,  we  have  hereunto,  or  to  duplicates  hereof,  set  our 
hands  and  designated  opposite  to  our  names  the  amount  and  description 
of  bonds  by  us  respectively  held  or  subscribed,  and  the  interest  now 
due  thereon,  and  whether  said  donation  is  made  or  not. 

Dated  New  York,  November  2,  1861. 


ORIGINAL  FIRST  MORTGAGE. 

Columbus,  Piqua  and  Indiana  Railroad  Company  to  George  S. 

Coe,  Trustee. 

Dated  November  1,  1851. 

Securing  $600,000  bonds  of  $1000  each,  dated  January  1,  1852,  payable 
January  1,  1862,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  first  day  of  November,  in  the  year  one  thou¬ 
sand  eight  hundred  and  forty-one,  between  the  Columbus,  Piqua  and 
Indiana  Railroad  Company,  a  corporation  duly  constituted  as  such  by  the 
laws  of  the  state  of  Ohio,  of  the  first  part,  and  George  S.  Coe,  of  the 
city  of  New  York,  of  the  second  part.  Whereas,  the  parties  of  the  first 
part,  pursuant  to  the  terms  of  the  statute  of  the  said  state  incorporating 
them,  and  other  statutes  of  said  state  affecting  them,  are  engaged  in 
constructing  a  railroad  from  Columbus,  Ohio,  to  the  west  line  of  said 
state,  in  the  state  of  Ohio,  aforesaid,  and  for  that  purpose  need  and 
have  resolved  to  purchase  and  transport  iron  rails  therefor,  and  also 
to  raise  money  by  loan  for  such  purchase  and  transportation,  and  for 
equipment  of  the  road,  to  an  amount  not  exceeding  six  hundred  thou¬ 
sand  dollars;  and  in  order  to  secure  the  payment  therefor,  or  repayment 
thereof,  to  execute  within  the  present  and  next  succeeding  year  certain 
bonds,  not  exceeding  six  hundred  in  number,  dated  January  first,  eighteen 
hundred  and  fifty-two,  for  the  sum  of  one  thousand  dollars  each,  to  the 
persons  lending  such  money,  or  furnishing  such  rails  and  equipments, 
payable  on  the  first  day  of  January,  in  the  year  eighteen  hundred  and 
sixty-two,  and  bearing  interest  at  the  rate  of  seven  per  centum  per  annum, 
payable  semi-annually  on  the  first  day  of  July  next,  and  of  each  January 
and  July  thereafter,  the  date  thereof,  until  the  principal  shall  be  paid, 
to  be  on  an  equality  so  far  as  regards  security  for  the  repayment  thereof 


CORPORATE  HISTORY. 


351 


by  these  presents,  notwithstanding  the  same  may  be  issued  at  different 
times,  each  of  said  bonds  being  authenticated  by  a  certificate  signed  by 
said  party  of  the  second  part,  and  a  portion  thereof  containing  a  clause 
permitting  the  holders  to  exchange  the  same  at  par  for  shares  of  stock 
in  said  railroad  company  at  par. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  parties  of  the 
first  part,  in  order  to  secure  the  payment  of  said  bonds  and  interest,  and 
in  consideration  of  the  sum  of  one  dollar  to  them  at  the  sealing  and 
delivering  hereof  in  hand  paid  by  the  said  party  of  the  second  part,  the 
receipt  whereof  is  hereby  acknowledged,  have  granted,  bargained,  sold, 
transferred  and  conveyed,  and  by  these  presents  do  grant,  bargain,  sell, 
transfer  and  convey  to  the  said  party  of  the  second  part,  and  his  suc¬ 
cessors  in  the  trust  hereby  created  and  assigned,  all  the  following  present 
and  in  future  to  be  acquired  property  of  the  said  parties  of  the  first  part, 
that  is  to  say:  Their  road,  made  or  to  be  made,  including  the  right  of 
way  and  land  occupied  thereby,  together  with  the  superstructure 
and  tracks  thereon,  and  all  rails  and  other  materials  used  therein  or 
procured  therefor,  inclusive  of  the  iron  rails  purchased  or  to  be  pur¬ 
chased  or  paid  for  with  the  above  described  bonds,  or  the  money 
obtained  therefor;  bridges,  viaducts,  culverts,  fences,  depot  grounds  and 
buildings  thereon,  engines,  tenders,  cars,  tools,  machinery,  materials, 
contracts,  and  all  other  personal  property,  right  thereto  or  interest  therein, 
together  with  the  tolls,  rents  or  income  to  be  had  or  levied  therefrom, 
and  all  franchises,  rights  and  privileges  of  the  said  parties  of  the  first  part 
of,  in,  to  or  concerning  the  same;  but  nothing  herein  contained  shall  be 
construed  to  prevent  the  parties  of  the  first  part  from  selling,  hypothe¬ 
cating,  or  otherwise  disposing  of  any  city,  county  or  township  bonds, 
stocks  or  other  securities  received  in  payment  of  stock  or  otherwise, 
or  of  any  lands  or  other  property  of  the  company  not  necessary  to  be 
retained  for  their  roadway,  depot  grounds,  stations,  nor  required  for  the 
construction  or  convenient  use  of  their  road;  nor  from  collecting  moneys, 
due  to  the  company  on  stock  subscriptions  or  otherwise,  provided  they 
shall  diligently  proceed  to  collect  and  faithfully  apply  all  such  means  to 
the  construction  and  equipment  of  their  said  road; 

And  provided  also,  That  no  default  shall  have  been  made  in  the  pay¬ 
ment  of  the  interest  or  principal  of  any  of  the  above  described  bonds. 

To  have  and  to  hold  the  said  premises,  and  every  part  thereof,  with 
the  appurtenances,  unto  the  said  party  of  the  second  part,  his  successors 
in  said  trust  and  assigns,  upon  the  following  trusts,  that  is  to  say:  In 
case  the  said  parties  of  the  first  part  shall  fail  to  pay  the  principal,  or 
any  part  thereof,  or  any  of  the  interest  on  any  of  said  bonds  at  any  time 
when  the  same  may  become  due  and  payable,  according  to  the  tenor 
thereof,  when  demanded,  then,  after  sixty  days  from  such  default,  upon 
request  of  the  holder  of  such  bond,  the  said  party  of  the  second  part,  his 
successors  in  said  trust  or  assigns,  may  enter  into  and  take  possession  of 
all  or  any  part  of  said  premises;  and  as  the  attorney  in  fact,  or  agent  of 
the  said  parties  of  the  first  part,  by  himself  or  agents,  or  substitutes  duly 
constituted,  have,  use  and  employ  the  same,  making,  from  time  to  time, 
all  needful  repairs,  alterations  and  additions  thereto:  and  after  deducting 
the  expenses  of  such  use,  repairs,  alterations  and  additions,  apply  the 


352  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

proceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all  of 
said  bonds  remaining  unpaid.  Or  the  said  party  of  the  second  part,  his 
successors  in  said  trust  and  assigns,  at  his  or  their  discretion,  may,  or 
on  the  written  request  of  the  holders,  of  at  least  one-half  of  the  bonds 
then  unpaid  and  unconverted  into  stock,  shall  cause  the  said  premises, 
or  so  much  thereof  as  shall  be  necessary  to  pay  and  discharge  the  prin¬ 
cipal  and  interest  of  all  such  of  said  bonds  as  may  then  be  unpaid  and 
unconverted  as  aforesaid,  to  be  sold  at  public  auction  in  the  city  of  Piqua, 
in  the  state  of  Ohio,  or  in  the  .city  of  New  York,  giving  at  least  forty 
days’  notice  of  the  time,  place  and  terms  of  such  sale,  and  of  the  specific 
property  to  be  sold,  by  publishing  the  same  in  two  newspapers  of  good 
circulation,  in  each  of  the  cities  aforesaid,  and  wherever  else  required 
by  law,  and  execute  to  the  purchaser  or  purchasers  thereof  a  good  and 
sufficient  deed  of  conveyance,  in  fee  simple,  for  the  same;  which  shall  be 
a  bar  against  the  parties  of  the  first  part,  their  successors  and  assigns, 
and  all  persons  claiming  under  them,  of  all  right,  interest  or  claim  in 
or  to  said  premises,  or  any  part  thereof;  and  said  trustee  shall,  after 
deducting  from  the  proceeds  of  said  sale  the  costs  and  expenses  thereof, 
and  of  managing  such  property,  apply  so  much  of  the  proceeds  as  may 
be  necessary  to  the  payment  of  said  principal  and  interest,  due  or  un¬ 
paid,  on  said  bonds;  and  shall  restore  the  residue  thereof  to  the  parties 
of  the  first  part,  it  being  hereby  expressly  understood  that  in  no  case 
shall  any  claim  or  advantage  of  any  valuation,  appraisement  or  exten¬ 
sion  laws,  by  the  said  parties  of  the  first  part,  nor  any  injunction  or 
stay  of  proceedings,  or  any  process  be  applied  for  or  obtained  by  them 
to  prevent  such  entry  or  sale  as  aforesaid.  And  the  said  parties  of  the 
first  part  hereby  covenant,  for  the  consideration  aforesaid,  to  execute 
and  deliver  any  further  reasonable  and  necessary  conveyance  of  the 
premises,  or  any  part  thereof,  to  the  said  party  of  the  second  part,  his 
successors  in  said  trust  and  assigns,  for  more  fully  carrying  into  effect 
the  objects  hereof;  particularly  for  the  conveyance  of  any  property, 
subsequently  to  the  date  hereof  acquired  by  said  parties  of  the  first  part, 
and  comprehended  in  the  description  contained  in  the  premises.  And 
the  said  parties  of  the  first  part  hereby  further  covenant  as  aforesaid, 
that  the  money  borrowed  for  the  purposes  aforesaid  upon  the  security 
of  the  said  bonds,  shall  be  faithfully  applied  to  the  purchase  and  trans¬ 
portation  of  iron  and  equipment  for  the  said  road  and  the  expenses 
attending  such  loan  and  purchase,  and  that  said  iron  so  purchased  shall 
be  transported  and  used  with  due  diligence  in  the  construction  and 
finishing  of  said  railroad.  And  it  is  hereby  mutually  agreed,  and  these 
presents  are  upon  this  express  condition,  that  on  payment  of  the  prin¬ 
cipal  and  interest  of  said  bonds,  or  the  conversion  thereof  into  stock 
in  manner  aforesaid,  the  estate  hereby  granted  to  the  said  party  of  the 
second  part  shall  be  void,  and  the  right  to  the  premises  hereby  conveyed 
shall  revert  to  and  revest  in  the  said  parties  of  the  first  part,  without  any 
acknowledgment  of  satisfaction,  reconveyance,  re-entry,  or  other  act. 

And  it  is  also  further  mutually  agreed,  that  the  said  party  of  the  second 
part,  his  successors  in  said  trust  and  assigns,  shall  only  be  accountable 
for  reasonable  diligence  in  the  management  thereof;  and  shall  not  be 
responsible  for  the  acts  of  any  agent  employed  by  him  or  them,  where 


CORPORATE  HISTORY. 


353 


such  agent  is  selected  with  reasonable  discretion;  and  that  said  party  of 
the  second  part,  his  successors  in  said  trust  or  assigns  shall  be  entitled 
to  receive  proper  compensation  for  every  labor  or  service  performed  by 
him  in  the  discharge  of  his  trust,  in  case  he  shall  be  compelled  to  take 
possession  of  said  premises  or  any  part  thereof,  or  manage  the  same. 
And  it  is  further  mutually  agreed,  that  in  case  of  the  death,  mental 
incapacity  or  resignation  of  the  said  party  of  the  second  part,  all  his 
estate,  right,  interest,  power  and  control  in  the  premises  shall  be  divested, 
cease  and  determine;  and  the  same  shall  from  thenceforth,  for  the  pur¬ 
poses  aforesaid,  be  vested  in  and  all  and  singular  the  trusts  and  duties 
hereinbefore  enumerated,  shall  devolve  upon  Elias  Fassett,  of  the  city  of 
New  York,  without  any  other  or  further  assurance  or  conveyance  of  or 
for  the  same.  And  in  case  of  the  death,  mental  incapacity  or  resignation 
of  the  said  Elias  Fassett,  after  the  trust  hereby  created  shall  have  de¬ 
volved  upon  him,  the  said  parties  of  the  first  part  shall,  or  in  their  default 
to  take  proceedings  therefor,  for  thirty  days,  the  holders  of  a  majority  of 
said  bonds  may  apply  to  the  Supreme  Court  of  the  state  of  Ohio,  sitting 
in  any  county  in  said  state,  to  appoint  a  new  trustee,  being  a  resident 
of  the  city  of  New  York,  to  supply  his  place;  and  thereupon  such  new 
trustee  shall  become  vested  for  the  purposes  aforesaid,  with  all  the  rights 
and  interest  hereby  conveyed  to  or  vested  in  the  said  party  of  the  second 
part,  without  any  further  assurance  or  conveyance  for  the  same;  but  if 
the  same  shall  be  necessary,  both  or  either  of  the  parties  hereto  shall 
execute  any  necessary  releases  or  conveyances  for  that  purpose. 

In  witness  whereof,  the  parties  of  the  first  part  have  caused  their  cor¬ 
porate  seal  to  be  hereto  affixed,  and  the  same  to  be  subscribed  by  their 
president,  and  the  said  party  of  the  second  part  has  set  his  hand  and 
seal  the  day  and  year  first  above  written. 

M.  G.  MITCHELL, 
President  C.  P.  &  I.  R.  R.  Co. 
GEORGE  S.  COE. 

Sealed  and  delivered  by  M.  G.  Mitchell  and  George  S.  Coe,  in  presence  of 
JOHN  BISSELL, 

EDWIN  LUDLOW. 

Acknowledged  before  John  Bissell,  commissioner  for  Ohio  in  New 
York,  December  19,  1851. 

Recorded,  Franklin  county,  Ohio,  January  6,  1852,  volume  2,  page  477. 


FIRST  MORTGAGE. 

Columbus,  Piqua  and  Indiana  Railroad  Company  to  George  S. 

Coe,  Trustee. 

Dated  November  1,  1851. 

Securing  $600,000  bonds  of  $1000  each,  dated  November  1,  1851,  payable 
January  1,  1862,  bearing  7  per  cent,  interest. 

Executed  for  the  purpose  of  correcting  an  error  in  original  mortgage, 

dated  November  1,  1851. 

This  indenture,  made  this  first  day  of  November,  A.  D.  one  thousand 
eight  hundred  and  fifty-one,  between  the  Columbus,  Piqua  and  Indiana 


23 


354  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Railroad  Company,  a  corporation  duly  constituted  as  such  by  the  laws 
of  the  state  of  Ohio,  of  the  first  part,  and  George  S.  Coe,  of  the  city  of 
New  York,  of  the  second  part. 

Whereas,  The  parties  of  the  first  part  have  heretofore  made  and  exe¬ 
cuted  to  the  party  of  the  second  part  a  mortgage  bearing  the  same  date 
herewith  for  the  purpose  of  securing  the  payment  of  the  bonds  herein¬ 
after  mentioned. 

And  whereas,  An  error  has  occurred  in  one  of  the  recitals  of  said 
mortgage  wherein  said  bonds  are  mentioned  and  referred  to  as  dated 
January  first,  eighteen  hundred  and  fifty-two,  and  said  bonds  are  in  truth 
dated  November  first,  eighteen  hundred  and  fifty-one. 

And  as  some  objection  has  been  made  to  said  bonds  in  consequence 
of  said  error,  and  it  is  deemed  desirable  that  a  new  mortgage  of  the 
same  date  of  said  first  mentioned  mortgage  should  be  made  and  exe- 
cutetd  in  which  said  error  shall  be  corrected  and  this  present  mortgage 
is  executed  and  delivered  for  that  purpose. 

Now,  therefore,  these  presents  witness:  Whereas  the  parties  of  the  first 
part,  pursuant  to  the  terms  of  the  statutes  of  the  said  state  incorporat¬ 
ing  them  and  other  statutes  of  said  state  affecting  them  are  engaged  in 
constructing  a  railroad  from  Columbus,  Ohio,  to  the  west  line  of  said 
state,  in  the  state  of  Ohio,  aforesaid,  and  for  that  purpose  need  and  have 
resolved  to  purchase  and  transport  iron  rails  therefor,  and  also  to  raise 
money  by  loan  for  such  purchase  and  transportation,  and  for  equipment 
of  the  road  to  an  amount  not  exceeding  six  hundred  thousand  dollars, 
and  in  order  to  secure  payment  therefor,  or  repayment  thereof,  to  exe¬ 
cute  within  the  present  and  next  succeeding  year  certain  bonds,  not 
exceeding  six  hundred  in  number,  dated  November  first,  eighteen  hun¬ 
dred  and  fifty-one.  for  the  sum  of  one  thousand  dollars  each  to  the 
person  lending  such  money  or  furnishing  such  rails  and  equipments,  pay¬ 
able  on  the  first  day  of  January,  in  the  year  eighteen  hundred  and  sixty- 
two,  and  bearing  interest  at  the  rate  of  -seven  per  centum  per  annum,  paya¬ 
ble  semi-annually,  on  the  first  day  of  July  next,  and  of  each  January  and 
July  thereafter,  the  date  thereof,  until  the  principal  shall  be  paid,  to  be 
on  an  equality  so  far  as  regards  security  for  the  repayment  thereof  by 
these  presents,  notwithstanding  the  same  may  be  issued  at  different 
times,  each  of  said  bonds  being  authenticated  by  a  certificate  signed  by 
said  party  of  the  second  part,  and  a  portion  thereof  containing  a  clause 
permitting  the  holders  to  exchange  the  same  at  par  for  shares  of  stock 
in  said  railroad  company  at  par. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  parties  of  the 
first  part,  in  order  to  secure  the  payment  of  said  bonds  and  interest,  and 
in  consideration  of  the  sum  of  one  dollar  to  them  at  the  sealing  and 
delivering  hereof  in  hand  paid,  by  the  said  party  of  the  second  part,  the 
receipt  whereof  is  hereby  acknowledged,  have  granted,  bargained,  sold, 
transferred  and  conveyed,  and  by  these  presents  do  grant,  bargain,  sell, 
transfer  and  convey  to  the  said  party  of  the  second  part  and  his  suc¬ 
cessors  in  the  trust  hereby  created  and  assigned,  all  the  following  present 
and  in  future  to  be  acquired  property  of  the  said  parties  of  the  first  part, 
that  is  to  say,  their  road  made  or  to  be  made,  including  the  right  of  way 


CORPORATE  HISTORY. 


355 


and  land  occupied  thereby,  together  with  the  superstructure  and  tracks 
therein,  and  all  rails  and  other  materials  used  therein  or  procured  there¬ 
for,  inclusive  of  the  iron  rails  purchased  or  to  be  purchased,  or  paid  for 
with  the  above  described  bonds,  or  the  money  obtained  therefor,  bridges, 
viaducts,  culverts,  fences,  depot  grounds  and  buildings  thereon;  engines, 
tenders,  cars,  tools,  machinery,  materials,  contracts,  and  all  other  per¬ 
sonal  property,  right  thereto  or  interest  therein,  together  with  the 
tolls,  rents  or  income  to  be  had  or  levied  therefrom,  and  all  fran¬ 
chises,  rights  and  privileges  of  the  said  parties  of  the  first  part  of, 
in,  to  or  concerning  the  same,  but  nothing  herein  contained  shall  be  con¬ 
strued  to  prevent  the  parties  of  the  first  part  from  selling,  hypothecating 
or  otherwise  disposing  of  any  city,  county  or  township  bonds,  stocks  or 
other  securities  received  in  payment  of  stocks  or  otherwise,  or  of  any 
lands  or  other  property  of  the  company  not  necessary  to  be  retained  for 
their  roadway,  depot  grounds,  stations,  nor  required  for  the  construction 
or  convenient  use  of  their  road,  nor  from  collecting  moneys  due  to  the 
company  on  stock  subscriptions  or  otherwise,  provided  they  shall  dili¬ 
gently  proceed  to  collect  and  faithfully  apply  all  such  means  to  the  con¬ 
struction  and  equipment  of  their  said  road,  and  provided  also  that  no 
default  shall  have  been  made  in  the  payment  of  the  interest  or  principal 
of  any  of  the  above  described  bonds. 

To  have  and  to  hold  the  said  premises  and  every  part  thereof,  with  the 
appurtenances,  unto  the  said  party  of  the  second  part,  his  successors  in 
said  trust  and  assigns,  upon  the  following  trusts,  that  is  to  say:  in  case 
the  said  parties  of  the  first  part  shall  fail  to  pay  the  principal,  or  any 
part  thereof,  or  any  of  the  interest  on  any  of  said  bonds  at  any  time 
when  the  same  may  become  due  and  payable  according  to  the  tenor  there¬ 
of  when  demanded,  then  after  sixty  days  from  such  default,  upon  request 
of  the  holder  of  such  bond,  the  said  party  of  the  second  part,  his  succes¬ 
sors  in  said  trust  or  assigns,  may  enter  into  and  take  possession  of  all  or 
any  part  of  said  premises,  and  as  the  attorney  in  fact  or  agent  of  the 
said  parties  of  the  first  part,  by  himself  or  agents,  or  substitutes  duly 
constituted,  have,  use  and  employ  the  same,  making  from  time  to  time 
all  needful  repairs,  alterations  and  additions  thereto,  and  after  deducting 
the  expense  of  such  use,  repairs,  alterations  and  additions,  apply  the  pro¬ 
ceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all  of  said 
bonds  remaining  unpaid;  or  the  said  party  of  the  second  part,  his  suc¬ 
cessors  in  said  trust  and  assigns,  at  his  or  their  discretion,  may,  or  on  the 
written  request  of  the  holder  of  at  least  one-half  of  the  bonds  then  unpaid 
and  unconverted  into  stock,  shall  cause  the  said  premises,  or  so  much 
thereof  as  shall  be  necessary  to  pay  and  discharge  the  principal  and  in¬ 
terest  of  all  such  of  said  bonds  as  may  then  be  unpaid  and  unconverted 
as  aforesaid,  to  be  sold  at  public  auction  in  the  city  of  Piqua,  in  the  state 
of  Ohio,  or  in  the  city  of  New  York,  giving  at  least  forty  days’  notice  of 
the  time,  place  and  terms  of  such  sale  and  of  the  specific  property  to  be 
sold,  by  publishing  the  same  in  two  newspapers  of  good  circulation  in 
each  of  the  cities  aforesaid,  and  wherever  else  required  by  law.  And 
execute  to  the  purchaser  or  purchasers  thereof  a  good  and  sufficient 
deed  of  conveyance,  in  fee  simple,  for  the  same,  which  shall  be  a  bar 


356  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

against  the  parties  of  the  first  part,  their  successors  and  assigns,  and 
all  persons  claiming  under  them  of  all  right,  interest  or  claim  in  or  to 
said  premises  or  any  part  thereof;  and  said  trustee  shall,  after  deducting 
from  the  proceeds  of  said  sale  the  costs  and  expenses  thereof,  and  of 
managing  such  property,  apply  so  much  of  the  proceeds  as  may  be 
necessary  to  the  payment  of  said  principal  and  interest  due  or  unpaid  on 
said  bonds,  and  shall  restore  the  residue  thereof  to  the  parties  of  the 
first  part,  it  being  hereby  expressly  understood  that  in  no  case  shall  any 
claim  or  advantage  be  taken  of  any  valuation,  appraisement  or  extension 
laws  by  the  said  parties  of  the  first  part,  nor  any  injunction,  or  stay  of 
proceedings,  or  any  process  be  applied  for  or  obtained  by  them  to  pre¬ 
vent  such  entry  or  sale  as  aforesaid;  and  the  said  parties  of  the  first  part 
hereby  covenant,  for  the  consideration  aforesaid,  to  execute  and  deliver 
any  further  reasonable  and  necessary  conveyance  of  the  premises  or  any 
part'  thereof  to  the  said  party  of  the  second  part,  his  successors  in  said 
trust  and  assigns  for  more  fully  carrying  into  effect  the  objects  hereof; 
particularly  for  the  conveyance  of  any  property  subsequently  to  the  date 
hereof  acquired  by  said  parties  of  the  first  part,  and  comprehended  in 
the  description  contained  in  the  premises.  And  the  said  parties  of  the 
first  part  hereby  further  covenant,  as  aforesaid,  that  the  money  bor¬ 
rowed  for  the  purposes  aforesaid,  upon  the  security  of  the  said  bonds, 
shall  be  faithfully  applied  to  the  purchase  and  transportation  of  iron  and 
equipment  for  the  said  road,  and  the  expense  attending  such  loan  and 
purchase,  and  that  said  iron  so  purchased  shall  be  transported  and  used 
with  due  diligence  in  the  construction  and  finishing  of  said  railroad.  And 
it  is  hereby  mutually  agreed,  and  these  presents  are  upon  this  express 
condition,  that  on  payment  of  the  principal  and  interest  of  said  bonds, 
or  the  conversion  thereof  into  stock  in  manner  aforesaid,  the  estate  hereby 
granted  to  the  said  party  of  the  second  part  shall  be  void,  and  the  right 
to  the  premises  hereby  conveyed  shall  revert  to  and  revest  in  the  said 
parties  of  the  first  part  without  any  acknowledgment  of  satisfaction,  re¬ 
conveyance,  re-entry  or  other  act,  and  it  is  also  further  mutually  agreed, 
that  the  said  party  of  the  second  part,  his  successors  in  said  trust  and 
assigns  shall  only  be  accountable  for  reasonable  diligence  in  the  man¬ 
agement  thereof,  and  shall  not  be  responsible  for  the  acts  of  any  agent 
employed  by  him  or  them  where  such  agent  is  selected  with  reasonable 
discretion;  and  that  said' party  of  the  second  part,  his  successors  in  said 
trust  or  assigns  shall  be  entitled  to  receive  proper  compensation  for  every 
labor  or  service  performed  by  him  in  the  discharge  of  his  trust,  in  case 
he  shall  be  compelled  to  take  possession  of  said  premises  or  any  part 
thereof,  or  manage  the  same. 

And  it  is  further  mutually  agreed,  that  in  case  of  the  death,  mental 
incapacity  or  resignation  of  the  said  party  of  the  second  part,  all  his 
estate,  right,  interest,  power  and  control  in  the  premises  shall  be  diverted, 
cease  and  determine,  and  the  same  shall  from  thenceforth,  for  the  purposes 
aforesaid,  be  vested  in  and  all  and  singular  the  trusts  and  duties  herein¬ 
before  enumerated  shall  devolve  upon  Elias  Fassett,  of  the  city  of  New 
York,  without  any  other  or  further  assurance  or  conveyance  of  or  for 
the  same. 


CORPORATE  HISTORY. 


357 


And  in  case  of  the  death,  mental  incapacity  or  resignation  of  the  said 
Elias  Fassett  after  the  trust  hereby  created  shall  have  devolved  upon 
him,  the  said  parties  of  the  first  part  shall,  or  in  their  default  to  take 
proceedings  therefor,  for  thirty  days,  the  holders  of  a  majority  of  said 
bonds  may  apply  to  the  Supreme  Court  of  the  state  of  Ohio,  sitting  in 
any  county  in  said  state,  to  appoint  a  new  trustee,  being  a  resident  of 
the  city  of  New  York,  to  supply  his  place,  and  thereupon  such  new 
trustee  shall  become  vested,  for  the  purposes  aforesaid,  with  all  the 
rights  and  interest  hereby  conveyed  to  or  vested  in  the  said  party  of  the 
second  part,  without  any  further  assurance  or  conveyance  for  the  same, 
but  if  the  same  shall  be  necessary,  both  or  either  of  the  parties  hereto 
shall  execute  any  necessary  releases  or  conveyances  for  that  purpose. 

In  witness  whereof,  the  parties  of  the  first  part  have  caused  their  cor¬ 
porate  seal  to  be  hereto  affixed,  and  the  same  to  be  subscribed  by  their 
president,  and  the  said  party  of  the  second  part  has  set  his  hand  and  seal 
the  day  and  year  first  above  written. 

M.  G.  MITCHELL, 

President  Columbus,  Piqua  and  I.  R.  R.  Co. 

Sealed  and  delivered  in  the  presence  of 
AUG.  F.  SMITH, 

ISAAC  P.  MARTIN, 

as  to  Geo.  S.  Coe.  GEO  S.  COE. 

SAML.  M.  RAISBECK, 

JACOB  WIDENER, 
as  to  M.  G.  Mitchell. 

Acknowledged  before  Moses  B.  Maclay,  commissioner  for  Ohio  in 
New  York,  July  15,  1852,  by  George  S.  Coe,  and  before  Benj.  F.  Powers, 
probate  judge,  Miami  county,  Ohio,  by  Moses  G.  Mitchell,  July  21,  1852. 

Recorded,  Franklin  county,  Ohio,  July  28,  1852,  volume  3,  page  365. 


SECOND  MORTGAGE. 

Columbus,  Piqua  and  Indiana  Railroad  Company  to  George  S. 

Coe,  Trustee. 

Dated  January  1,  1853. 

Securing  $400,000  bonds  of  $1000  each,  dated  January  1,  1853,  payable 
January  1,  1863,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  first  day  of  January,  in  the  year  one  thou¬ 
sand  eight  hundred  and  fifty-three,  between  the  Columbus,  Piqua  and 
Indiana  Railroad  Company,  a  corporation  duly  constituted  as  such  by 
the  laws  of  the  state  of  Ohio,  of  the  first  part,  and  George  S.  Coe,  of  the 
city  of  New  York,  of  the  second  part. 

Whereas,  The  parties  of  the  first  part,  pursuant  to  the  terms  of  the 
statute  of  the  state  incorporating  them,  and  other  statutes  of  said  state  af¬ 
fecting  them,  are  engaged  in  constructing  a  railroad  from  Columbus,  Ohio, 
to  the  west  line  of  said  state,  in  the  state  of  Ohio  aforesaid:  And  for  the 
purpose  of  finishing,  furnishing  and  equipping  the  same,  have  resolved  to 


358  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

raise  money  by  loan,  to  an  amount  not  exceeding  four  hundred  thousand 
dollars,  and  in  order  to  secure  payment  therefor,  or  repayment  thereof, 
to  execute,  within  the  present  and  next  succeeding  year,  certain  bonds, 
not  exceeding  four  hundred  in  number,  dated  January  ist,  1853,  for  the 
sum  of  one  thousand  dollars  each,  to  the  persons  lending  such  money, 
or  furnishing  such  equipments,  payable  on  the  first  day  of  January,  in 
the  year  eighteen  hundred  and  sixty-three,  and  bearing  interest  at  the 
rate  of  seven  per  centum  per  annum,  payable  semi-annually,  on  the 
first  day  of  July  next,  and  of  each  January  and  July  thereafter  the  date 
thereof  until  the  principal  shall  be  paid,  to  be  on  an  equality,  so  far  as 
regards  security  for  the  repayment  thereof  by  these  presents,  notwith¬ 
standing  the  same  may  be  issued  at  different  times,  each  of  said  bonds 
being  authenticated  by  a  certificate  signed  by  said  party  of  the  second 
part  and  containing  a  clause  permitting  the  holders  to  exchange  the 
same  at  par  for  shares  of  stock  in  said  railroad  company  at  any  time 
before  maturity. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  parties  of  the 
first  part,  in  order  to  secure  the  payment  of  said  bonds  and  interest,  and 
in  consideration  of  the  sum  of  one  dollar  to  them,  at  the  sealing  and 
delivering  hereof,  in  hand  paid,  by  the  said  party  of  the  second  part, 
the  receipt  whereof  is  hereby  acknowledged,  have  granted,  bargained, 
sold,  transferred  and  conveyed,  and  by  these  presents  do  grant,  bargain, 
sell,  transfer  and  convey  to  the  said  party  of  the  second  part,  and  his 
successors  in  the  trust  hereby  created  and  assigns,  all  the  following 
present  and  in  future  to  be  acquired  property  of  the  said  parties  of  the 
first  part,  that  is  to  say,  their  road,  made  or  to  be  made,  including  the 
right  of  way  and  land  occupied  thereby,  together  with  the  superstructure 
and  tracks  thereon,  and  all  rails  and  other  materials  used  therein  or  pro¬ 
cured  therefor,  inclusive  of  the  iron  rails  purchased  or  to  be  purchased  or 
paid  for  with  the  above  described  bonds,  or  the  money  obtained  therefor, 
bridges,  viaducts,  culverts,  fences,  depot  grounds  and  buildings  thereon, 
engines,  tenders,  cars,  tools,  machinery,  materials,  contracts  and  all  other 
personal  property,  rights  thereto  or  interest  therein;  together  with  the 
tolls,  rents  or  income  to  be  had  or  levied  therefrom,  and  all  franchises, 
rights  and  privileges  of  the  said  parties  of  the  first  part,  of,  in,  to  or  con¬ 
cerning  the  same,  subject  to  the  satisfaction  of  a  deed  of  trust  executed  by 
said  railroad  company  to  said  party  of  the  second  part,  on  the  ist  day 
of  November,  1851,  covering  an  issue  of  six  hundred  thousand  dollars 
of  bonds  of  said  company  as  therein  described;  but  nothing  herein  con¬ 
tained  shall  be  construed  to  prevent  the  parties  of  the  first  part  from  sell¬ 
ing,  hypothecating,  or  otherwise  disposing  of  any  city,  county  or  town¬ 
ship  bonds,  stocks,  or  other  securities  received  in  payment  of  stock  or 
otherwise,  or  of  any  lands  or  other  property  of  the  company  not  neces¬ 
sary  to  be  retained  for  their  roadway,  depot  grounds,  stations,  nor  re¬ 
quired  for  the  construction  or  convenient  use  of  their  road,  nor  from 
collecting  moneys  due  to  the  company  on  stock  subscriptions  or  other¬ 
wise.  Provided  they  shall  diligently  proceed  to  collect  and  faithfully 
apply  all  such  means  to  the  construction  and  equipment  of  their  said 
road.  And  provided  also  that  no  default  shall  have  been  made  in  the 


CORPORATE  HISTORY. 


359 


payment  of  the  interest  or  principal  of  any  of  the  above  described  bonds. 
To  have  and  to  hold  the  said  premises,  and  every  part  thereof,  with  the 
appurtenances,  unto  the  said  party  of  the  second  part,  his  successors  in 
said  trust  and  assigns,  upon  the  following  trust,  that  is  to  say,  in  case  the 
said  parties  of  the  first  part  shall  fail  to  pay  the  principal  or  any  part 
thereof,  or  any  of  the  interest  on  any  of  said  bonds,  at  any  time  when 
the  same  may  become  due  and  payable  according  to  the  tenor  thereof, 
when  demanded,  then,  after  sixty  days  from  such  default,  upon  request 
of  the  holder  of  such  bond,  the  said  party  of  the  second  part,  his  suc¬ 
cessors  in  said  trust  or  assigns,  may  enter  into  and  take  possession  of  all 
or  any  part  of  said  premises  and,  as  the  attorney  in  fact  or  agent  of  the 
said  parties  of  the  first  part,  by  himself  or  agents,  or  substitutes,  duly 
constituted,  have,  use  and  employ  the  same,  making,  from  time  to  time, 
all  needful  repairs,  alterations  and  additions  thereto;  and  after  deducting 
the  expenses  of  such  use,  repairs,  alterations  and  additions,  apply  the 
proceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all  the 
said  bonds  remaining  unpaid,  or,  the  said  party  of  the  second  part,  his 
successors  in  said  trust  and  assigns,  at  his  or  their  discretion,  may,  or, 
on  the  written  request  of  the  holders  of  at  least  one  half  of  the  bonds 
then  unpaid  and  unconverted  into  stock,  shall  cause  the  said  premises, 
or  so  much  thereof  as  shall  be  necessary  to  pay  and  discharge  the  prin¬ 
cipal  and  interest  of  all  such  said  bonds  as  may  then  be  unpaid  and  un¬ 
converted  as  aforesaid,  to  be  sold  at  public  auction  in  the  city  of  Piqua, 
in  the  state  of  Ohio,  or  in  the  city  of  New  York,  giving  at  least  forty 
days’  notice  of  the  time,  place  and  terms  of  such  sale,  and  of  the  specific 
property  to  be  sold,  by  publishing  the  same  in  two  newspapers  of  good 
circulation  in  each  of  the  cities  aforesaid,  and  wherever  else  required 
by  law  and  execute  to  the  purchaser  or  purchasers  thereof  a  good  and 
sufficient  deed  of  conveyance,  in  fee  simple,  for  the  same,  which  shall  be 
a  bar  against  the  parties  of  the  first  part,  their  successors  and  assigns, 
and  all  persons  claiming  under  them,  of  all  right,  interest  or  claim  in  or 
to  said  premises,  or  any  part  thereof:  and  said  trustee  shall,  after  deduct¬ 
ing  from  the  proceeds  of  sale  the  costs  and  expenses  thereof,  and  of 
managing  such  property,  apply  so  much  of  the  proceeds  as  may  be  neces¬ 
sary  to  the  payment  of  said  principal  and  interest,  due  or  unpaid  on 
said  bonds,  and  shall  restore  the  residue  thereof  to  the  parties  of  the  first 
part,  it  being  hereby  expressly  understood  that  in  no  case  shall  any 
claim  or  advantage  be  taken  of  any  valuation,  appraisement  or  extension 
laws  by  said  parties  of  the  first  part;  nor  any  injunction  or  stay  of  pro¬ 
ceedings,  or  any  process  be  applied  for  or  obtained  by  them  to  prevent 
such  entry  or  sale  as  aforesaid.  And  the  said  parties  of  the  first  part 
hereby  covenant,  for  the  consideration  aforesaid,  to  execute  and  deliver 
any  further  reasonable  and  necessary  conveyance  of  the  premises,  or  any 
part  thereof,  to  the  said  party  of  the  second  part,  his  successors  in  said 
trust  and  assigns,  for  more  fully  carrying  into  effect  the  objects  hereof 
particularly  for  the  conveyance  of  any  property  subsequently  to  the  date 
hereof  acquired  by  said  parties  of  the  first  part,  and  comprehended  in 
the  description  contained  in  the  premises.  And  the  said  parties  of  the 
first  part  hereby  further  covenant,  as  aforesaid,  that  the  money  borrowed 
for  the  purpose  aforesaid,  upon  the  security  of  the  said  bonds  shall  be 


360  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

faithfully  applied  to  the  construction  and  completion  of  said  road  and 
its  appurtenances,  the  expenses  attending  such  loan  and  purchase,  and 
for  engines,  cars,  machinery,  buildings,  and  other  necessary  purposes  of 
said  railroad. 

And  it  is  hereby  mutually  agreed,  and  these  presents  are  upon  this 
express  condition,  that  on  payment  of  the  principal  and  interest  of  said 
bonds,  or  the  conversion  thereof  into  stock  in  manner  aforesaid,  the 
estate  hereby  granted  to  said  party  of  the  second  part  shall  be  void  and 
the  right  to  the  premises  hereby  conveyed  shall  revert  to  and  revest  in 
the  said  parties  of  the  first  part,  without  any  acknowledgment  of  satisfac¬ 
tion,  reconveyance,  re-entry  or  other  act. 

And  it  is  also  further  mutually  agreed,  that  the  said  party  of  the 
second  part,  his  successors  in  said  trust  and  assigns,  shall  only  be 
accountable  for  reasonable  diligence  in  the  management  thereof,  and 
shall  not  be  responsible  for  the  acts  of  any  agent  employed  by  him  or 
them  where  such  agent  is  selected  with  reasonable  discretion,  and  that 
said  party  of  the  second  part,  his  successors  in  said  trust  or  assigns 
shall  be  entitled  to  receive  proper  compensation  for  every  labor  or 
service  performed  by  him  in  the  discharge  of  this  trust,  in  case  he  shall 
be  compelled  to  take  possession  of  said  premises,  or  any  part  thereof, 
or  manage  the  same. 

And  it  is  further  mutually  agreed,  that  in  case  of  the  death,  mental 
incapacity  or  resignation  of  the  said  party  of  the  second  part,  all  his 
estate,  right,  interest,  power  and  control  in  the  premises,  shall  be  divested, 
cease  and  determine,  and  the  same  shall  from  thenceforth,  for  the  pur¬ 
poses  aforesaid,  be  vested  in  and  all  and  singular  the  trusts  and  duties 
hereinbefore  enumerated  shall  devolve  upon  Elias  Fassett,  of  the  city  of 
New  York,  without  any  other  or  further  assurance  or  conveyance  of  or 
for  the  same.  And  in  case  of  the  death,  mental  incapacity  or  resigna¬ 
tion  of  the  said  Elias  Fassett,  after  the  trust  hereby  created  shall 
have  devolved  upon  him,  the  said  parties  of  the  first  part,  or  in  their  de¬ 
fault  to  take  proceedings  therefor  for  thirty  days,  the  holders  of  a  ma¬ 
jority  of  said  bonds  may  apply  to  the  Supreme  Court  of  the  state  of 
Ohio,  sitting  in  any  county  in  said  state,  to  appoint  a  new  trustee,  being 
a  resident  of  the  city  of  New  York,  to  supply  his  place;  and  thereupon 
such  new  trustee  shall  become  vested,  for  the  purpose  aforesaid,  with  all 
the  rights  and  interest  hereby  conveyed  to  or  vested  in  the  said  party 
of  the  second  part  without  any  further  assurance  or  conveyance  for  the 
same,  but  if  the  same  shall  be  necessary,  both  or  either  of  the  parties 
hereto  shall  execute  any  necessary  releases  or  conveyances  for  that 
purpose. 

In  witness  whereof,  the  parties  of  the  first  part  have  caused  their  cor¬ 
porate  seal  to  be  hereto  affixed  and  the  same  to  be  subscribed  by  their 
president,  and  the  said  party  of  the  second  part  has  set  his  hand  and  • 
seal  the  day  and  year  first  above  written. 

Columbus,  Piqua  and  Indiana  Railroad  Company, 

By  M.  G.  MITCHELL,  President. 
GEO.  S.  COE. 

Witness: 

SAML.  L.  ROSS. 


CORPORATE  HISTORY. 


361 

Acknowledged  before  Moses  B.  Maclay,  Ohio  commissioner  in  New 
York,  January  5,  1853. 

Recorded,  Franklin  county,  Ohio,  January  11,  1853. 


THIRD  MORTGAGE. 

Columbus,  Piqua  and  Indiana  Railroad  Company  to  Elias  Fassett, 

Trustee. 

Dated  April  1,  1854. 

Securing  $600,000  bonds  of  $1000  each,  dated  April  1,  1854,  payable  April 

1,  1869,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  first  day  of  April,  in  the  year  one  thousand 
eight  hundred  and  fifty-four,  between  the  Columbus,  Piqua  and  Indiana 
Railroad  Company,  a  corporation  duly  constituted  as  such  by  the  laws 
of  the  state  of  Ohio,  of  the  first  part,  and  Elias  Fassett,  of  the  city  of 
New  York,  of  the  second  part. 

Whereas,  The  parties  of  the  first  part,  pursuant  to  the  terms  of  the 
statute  of  the  said  state  incorporating  them,  and  other  statutes  of  said 
state  affecting  them,  are  engaged  in  constructing  a  railroad  from  Co¬ 
lumbus,  Ohio,  to  the  west  line  of  said  state,  in  the  state  of  Ohio  afore¬ 
said,  and  for  that  purpose  need,  and  have  resolved  to  purchase  and  trans¬ 
port  iron  rails  therefor,  and  also  to  raise  money  by  loan  for  such  pur¬ 
chase  and  transportation,  and  for  the  completion  and  equipment  of  the 
road,  to  an  amount  not  exceeding  six  hundred  thousand  dollars;  and  in 
order  to  secure  payment  therefor,  or  repayment  thereof,  to  execute  within 
the  present  and  next  succeeding  year  certain  bonds,  not  exceeding  six 
hundred  in  number,  dated  April  1st,  1854,  for  the  sum  of  one  thousand 
dollars  each,  to  the  persons  lending  such  money  or  furnishing  such 
rails  and  equipments,  payable  on  the  first  day  of  April,  in  the  year 
eighteen  hundred  and  sixty-nine,  and  bearing  interest  at  the  rate  of  seven 
per  centum  per  annum,  payable  semi-annually,  on  the  first  day  of  Oc¬ 
tober  next  and  of  each  April  and  October  thereafter  the  date  thereof 
until  the  principal  shall  be  paid,  to  be  on  an  equality,  so  far  as  regards 
security  for  the  repayment  thereof  by  these  presents,  notwithstanding 
the  same  may  be  issued  at  different  times,  each  of  said  bonds  being 
authenticated  by  a  certificate,  signed  by  said  party  of  the  second  part, 
and  containing  a  clause  permitting  the  holders  to  exchange  the  same 
at  par  for  shares  of  stock  in  said  railroad  company,  at  any  time  before 
maturity. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  parties  of  the 
first  part,  in  order  to  secure  the  payment  of  said  bonds  and  interest,  and 
in  consideration  of  the  sum  of  one  dollar  to  them  at  the  time  of  the  seal¬ 
ing  and  delivering  hereof  in  hand  paid,  by  the  said  party  of  the  second 
part,  the  receipt  whereof  is  hereby  acknowledged,  have  granted,  bargained, 
sold,  transferred  and  conveyed,  and  by  these  presents  do  grant,  bargain, 
sell,  transfer  and  convey  to  the  said  party  of  the  second  part,  and  his 
successors  in  the  trust  hereby  created  and  assigned,  all  the  following 
present  and  future  to  be  acquired  property  of  the  said  parties  of  the  first 


362  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

part,  that  is  to  say:  their  road,  made  and  to  be  made,  including  the  right 
of  way  and  land  occupied  thereby,  together  with  the  superstructure  and 
tracks  thereon,  and  all  rails  and  other  materials  used  therein  or  procured 
therefor,  inclusive  of  the  iron  rails  purchased,  or  to  be  purchased  or  paid 
for  with  the  above  described  bonds  or  the  money  obtained  therefor, 
bridges,  viaducts,  culverts,  fences,  depot  grounds  and  buildings  thereon, 
engines,  tenders,  cars,  tools,  machinery,  materials,  contracts,  and  all 
other  personal  property,  right  thereto  or  interest  therein,  together  with 
the  tolls,  rents,  or  income  to  be  had  or  levied  therefrom,  and  all  fran¬ 
chises,  rights  and  privileges  of  the  said  parties  of  the  first  part,  of,  in, 
to,  or  concerning  the  same:  but  nothing  herein  contained  shall  be  con¬ 
strued  to  prevent  the  parties  of  the  first  part  from  selling,  hypothecating, 
or  otherwise  disposing  of  any  city,  county  or  township  bonds,  stocks  or 
other  securities  received  in  payment  of  stock  or  otherwise,  or  of  any  lands 
or  other  property  of  the  company  not  necessary  to  “be  retained  for  their 
roadway,  depot  grounds,  stations,  nor  required  for  the  construction  or 
convenient  use  of  their  road;  nor  from  collecting  moneys  due  to  the 
company  on  stock  subscriptions  or  otherwise.  Provided,  they  shall 
diligently  proceed  to  collect  and  faithfully  apply  all  such  means  to  the 
construction  and  equipment  of  their  said  road:  And  provided  also,  that 
no  default  shall  have  been  made  in  the  payment  of  the  interest  or  prin¬ 
cipal  of  any  of  the  above  described  bonds. 

To  have  and  to  hold  the  said  premises,  and  every  part  thereof,  with 
the  appurtenances,  unto  the  said  party  of  the  second  part,  his  successors 
in  said  trust  and  assigns,  upon  the  following  trusts,  that  is  to  say,  in 
case  the  said  parties  of  the  first  part  shall  fail  to  pay  the  principal,  or 
any  part  thereof,  or  any  of  the  interest  on  any  of  said  bonds,  at  any  time 
when  the  same  may  become  due  and  payable  according  to  the  tenor 
thereof,  when  demanded,  then,  after  sixty  days’  from  such  default,  upon 
request  of  the  holder  of  such  bond,  the  said  party  of  the  second  part, 
his  successors  in  said  trust  or  assigns,  may  enter  into  and  take  possession 
of  all  or  any  part  of  said  premises;  and  as  the  attorney  in  fact  or  agent  of 
the  said  parties  of  the  first  part,  by  himself,  or  agents,  or  substitutes, 
duly  constituted,  have,  use  and  employ  the  same,  making,  from  time  to 
time,  all  needful  repairs,  alterations  and  additions  thereto;  and  after  de¬ 
ducting  the  expenses  of  such  use,  repairs,  alterations  and  additions,  apply 
the  proceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all 
the  said  bonds  remaining  unpaid.  Or,  the  said  party  of  the  second  part, 
his  successors  in  said  trust  and  assigns,  at  his  or  their  discretion,  may, 
or  on  the  written  request  of  the  holders  of  at  least  one-half  of  the  bonds 
then  unpaid  or  unconverted  into  stock,  shall  cause  the  said  premises,  or 
so  much  thereof  as  shall  be  necessary  to  pay  and  discharge  the  principal 
and  interest  of  all  such  of  said  bonds  as  may  then  be  unpaid  and  uncon¬ 
verted  as  aforesaid,  to  be  sold  at  public  auction,  in  the  city  of  Piqua,  in 
the  state  of  Ohio,  or  in  the  city  of  New  York,  giving  at  least  forty  days’ 
notice  of  the  time,  place  and  terms  of  such  sale,  and  of  the  specific  prop¬ 
erty  to  be  sold,  by  publishing  the  same  in  two  newspapers  of  good  cir¬ 
culation  in  each  of  the  cities  aforesaid,  and  wherever  else  required  by 
law,  and  execute  to  the  purchaser  or  purchasers  thereof  a  good  and  suffi- 


CORPORATE  HISTORY. 


363 


cient  deed  of  conveyance  in  fee  simple  for  the  same,  which  shall  be  a  bar 
against  the  parties  of  the  first  part,  their  successors  and  assigns,  and  all 
persons  claiming  under  them,  of  all  right,  interest  or  claim  in  or  to  said 
premises,  or  any  part  thereof;  and  said  trustee  shall,  after  deducting  from 
the  proceeds  of  said  sale  the  costs  and  expenses  thereof,  and  of  managing 
such  property,  apply  so  much  of  the  proceeds  as  may  be  necessary  to  the 
payment  of  said  principal  and  interest  due  or  unpaid  on  said  bonds,  and 
shall  restore  the  residue  thereof  to  the  parties  of  the  first  part:  It  being 
hereby  expressly  understood  that  in  no  case  shall  any  claim  or  advantage 
be  taken  of  any  valuation,  appraisement  or  extension  laws  by  the  said 
parties  of  the  first  part,  nor  any  injunction  or  stay  of  proceedings  or  any 
process  be  applied  for  or  obtained  by  them  to  prevent  such  entry  or  sale 
as  aforesaid. 

Subject,  however,  to  previous  mortgages  dated  respectively  the  first 
day  of  November,  one  thousand  eight  hundred  and  fifty-one,  and  the  first 
day  of  January,  one  thousand  eight  hundred  and  fifty-three,  made  and 
executed  by  the  said  railroad  company  to  George  S.  Coe,  trustee,  to  se¬ 
cure  the  payment  in  the  aggregate  of  one  million  of  dollars,  which  said 
mortgages  are  duly  recorded  in  the  several  counties  through  which  said 
road  passes. 

And  the  said  parties  of  the  first  part  hereby  covenant,  for  the  consid¬ 
eration  aforesaid,  to  execute  and  deliver  any  further  reasonable  and 
necessary  conveyance  of  the  premises,  or  any  part  thereof,  to  the  said 
party  of  the  second  part,  his  successors  in  said  trust  and  assigns,  for 
more  fully  carrying  into  effect  the  objects  hereof,  particularly  for  the 
conveyance  of  any  property  subsequently  to  the  date  hereof  acquired  by 
said  parties  of  the  first  part,  and  comprehended  in  the  description  con¬ 
tained  in  the  premises. 

And  the  said  parties  of  the  first  part  hereby  further  covenant  as  afore¬ 
said,  that  the  money  borrowed  for  the  purposes  aforesaid,  upon  the 
security  of  the  said  bonds,  shall  be  faithfully  applied  to  the  purchase  and 
transportation  of  iron  and  completion  and  equipment  of  said  road,  and  the 
expenses  attending  such  loan  and  purchase,  and  that  said  iron  so  pur¬ 
chased  shall  be  transported  and  used,  with  due  diligence,  in  the  con¬ 
struction  and  finishing  of  said  railroad. 

And  it  is  hereby  mutually  agreed,  and  these  presents  are  upon  this 
express  condition,  that  on  payment  of  the  principal  and  interest  of  said 
bonds,  or  the  conversion  thereof  into  stock,  in  manner  aforesaid,  the  estate 
hereby  granted  to  said  party  of  the  second  part  shall  be  void,  and  the  right 
to  the  premises  hereby  conveyed  shall  revert  to  and  revest  in  the  said 
parties  of  the  first  part,  without  any  acknowledgment  of  satisfaction,  re¬ 
conveyance,  re-entry  or  other  act. 

And  it  is  also  further  mutually  agreed,  that  the  said  party  of  the  second 
part,  his  successors  in  said  trust  and  assigns,  shall  only  be  accountable 
for  reasonable  diligence  in  the  management  thereof,  and  shall  not  be 
responsible  for  the  acts  of  any  agent  employed  by  him  or  them,  where 
such  agent  is  selected  with  reasonable  discretion;  and  that  said  party  of 
the  second  part,  his  successors  in  said  trust  or  assigns,  shall  be  entitled 
to  receive  proper  compensation  for  every  labor  or  service  performed  by 


364  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

him  in  the  discharge  of  his  trust,  in  case  he  shall  be  compelled  to  take 
possession  of  said  premises,  or  any  part  thereof,  or  manage  the  same. 

And  it  is  further  mutually  agreed,  that,  in  case  of  the  death,  mental 
incapacity  or  resignation  of  the  said  party  of  the  second  part,  all  his 
estate,  right,  title,  interest,  power  and  control  in  the  premises,  'shall  be 
divested,  cease  and  determine;  and  the  same  shall  from  thenceforth,  for 
the  purposes  aforesaid  be  vested  in  and  all  and  singular  the  trusts  and 
duties  hereinbefore  enumerated  shall  devolve  upon  George  S.  Coe,  of 
the  city  of  New  York,  without  any  other  or  further  assurance  or  con¬ 
veyance  of  or  for  the  same.  And  in  case  of  the  death,  mental  incapacity 
or  resignation  of  the  said  George  S.  Coe,  after  the  trust  hereby  created 
shall  have  devolved  upon  him,  the  said  parties  of  the  first  part  shall,  or 
in  their  default  to  take  proceedings  therefor  for  thirty  days,  the  holders 
of  a  majority  of  said  bonds  may  apply  to  the  Supreme  Court  of  the  state 
of  Ohio,,  or  any  -district  court  of  said  state,  sitting  in  any  county  in  said 
state,  to  appoint  a  new  trustee,  being  a  resident  of  the  city  of  New  York, 
to  supply  his  place,  and  thereupon  such  new  trustee  shall  become  vested, 
for  the  purposes  aforesaid,  with  all  the  rights  and  interest  hereby  con¬ 
veyed  to  or  vested  in  the  said  party  of  the  second  part,  without  any 
further  assurance  or  conveyance  for  the  same,  but,  if  the  same  shall  be 
necessary,  both  or  either  of  the  parties  hereto  shall  execute  any  releases 
or  conveyances  for  that  purpose. 

In  witness  whereof,  the  parties  of  the  first  part  have  caused  their  cor¬ 
porate  seal  to  be  hereto  affixed,  and  the  same  to  be  subscribed  by  their 
president,  and  the  said  party  of  the  second  part  has  hereto  set  his  hand 
and  seal  the  day  and  year  first  above  written. 

Columbus,  Piqua  and  Indiana  Railroad  Company, 

By  M.  G.  MITCHELL,  President. 
ELIAS  FASSETT. 

Signed,  sealed,  acknowledged  and  delivered  in  presence  of: 

The  word  “  April  ”  in  first  line  placed  instead  of  March  erased. 

A.  G.  CONOVER, 

H.  B.  CARRINGTON, 
as  to  M.  G.  Mitchell,  President. 

SAML.  M.  RAISBECK, 

HENRY  C.  FLING, 
as  to  Elias  Fassett. 

Duly  acknowledged  before  H.  B.  Carrington,  notary  public,  Franklin 
county,  Ohio,  by  Moses  G.  Mitchell,  April  4,  1854,  and  before  Samuel  M. 
Raisbeck,  commissioner  for  state  of  Ohio  in  New  York,  by  Elias  Fassett, 
April  1,  1854. 

Recorded,  Franklin  county,  Ohio,  April  10,  1854,  Mortgage  Record 
No.  6,  page  236,  and  in  other  counties  along  the  line. 


CORPORATE  HISTORY. 


365 


MORTGAGE. 

Columbus,  Piqua  and  Indiana  Railroad  Company  to  Joseph  Ridg- 

way,  Trustee. 

Dated  October  18,  1854. 

Covering  certain  real  estate  not  used  for  railroad  purposes,  and  securing 
$81,000  bonds,  dated  November  1,  1854,  payable  November  1, 

1859,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  18th  day  of  October,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  fifty-four,  between  the  Columbus,  Piqua 
and  Indiana  Railroad  Company,  party  of  the  first  part,  and  Joseph  Ridg- 
way,  of  Franklin  county,  in  the  state  of  Ohio,  party  of  the  second  part. 

Witnesseth,  That  whereas,  at  a  meeting  of  the  directors  of  said  Colum¬ 
bus,  Piqua  and  Indiana  Railroad  Company,  held  at  the  city  of  Columbus, 
the  eleventh  day  of  October,  A.  D.  1854,  it  was  ordered  that  M.  G. 
Mitchell,  president  of  said  company,  be  authorized  to  rescind  the  terms 
of  a  certain  loan  before  made  of  one  William  Neil  and  to  issue  certain 
bonds  of  said  company  for  the  purpose  of  obtaining  a  loan  of  money 
thereon,  which  said  bonds  should  be  made  payable  to  the  treasurer  of 
said  company  or  bearer  five  years  after  the  date  of  same,  with  interest  at 
the  rate  of  seven  per  cent,  per  annum,  payable  semi-annually,  at  such 
place  as  said  president  should  direct,  which  said  bonds  should  not,  in 
their  gross  amount,  exceed  ninety  per  cent,  of  the  valuation  of  certain 
real  estate  to  be  mortgaged  to  secure  said  bonds,  said  valuation  to  be 
determined  by  actual  appraisement.  And  whereas,  it  was  further  ordered 
that  said  M.  G.  Mitchell,  president  as  aforesaid,  be  authorized  to  execute 
and  deliver  to  a  trustee  to  be  selected,  a  mortgage  or  deed  of  trust  of 
certain  hereinafter  described  premises,  in  order  to  scure  all  bonds  thus 
issued  as  aforesaid  equally;  and  which  bonds  thus  secured  are  in  form 
and  manner  of  issue  to  be  prepared  under  the  direction  of  the  said  M.  G. 
Mitchell;  and  whereas,  the  said  M.  G.  Mitchell,  acting  under  such 
authority,  has  issued  and  executed  bonds  of  the  Columbus,  Piqua  and  In¬ 
diana  Railroad  Company,  payable  to  Wm.  Scott,  treasurer  of  the  said 
company,  or  bearer,  in  sums  of  one  hundred,  five  hundred  and  one  thou¬ 
sand  dollars  respectively,  with  interest  coupons  attached,  said  interest 
being  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi-annually, 
and  which  said  bonds,  payable  five  years  from  the  date  hereof,  and  said 
coupons,  are  payable  at  the  Exchange  Bank  of  Columbus;  and  whereas, 
the  gross  amount  of  said  bonds  thus  issued  does  not  exceed  ninety  per 
cent,  of  the  valuation  of  the  hereinafter  described  real  estate,  to  wit:  the 
sum  of  eighty-one  thousand  dollars,  said  valuation  being  one  hundred 
thousand  dollars,  and  in  further  consideration  of  one  dollar  in  hand  paid. 
Now,  the  said  Columbus,  Piqua  and  Indiana  Railroad  Company,  party  of 
the  first  part,  hath  bargained  and  sold,  and  doth  hereby  grant,  bargain, 
sell  and  convey  unto  the  said  Joseph  Ridgway,  trustee  in  this  behalf  se¬ 
lected,  party  of  the  second  part,  his  heirs  and  successors  in  said  trust,  and 
his  and  their  assigns  forever,  all  the  hereinafter  described  premises,  to 
wit:  Situated  near  the  city  of  Columbus,  in  the  county  of  Franklin,  in  the 


366  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

state  of  Ohio,  commencing  at  a  stake  in  Lincoln  Goodale’s  west  line,  at  a 
point  that  is  ten  rods  south  of  the  southwest  corner  of  Goodale  Park, 
near  said  city  of  Columbus,  being  the  northeast  corner  of  the  land  bought 
of  William  Neil  by  the  Columbus,  Piqua  and  Indiana  Railroad  Company, 
in  section  nine  (9),  town  five  (5),  range  twenty-two  (22),  Montgomery 
township,  Franklin  county,  Ohio;  thence  south  along  Lincoln  Goodale's- 
west  line,  and  west  line  of  the  Ohio  Penitentiary  lot  to  the  Scioto  river, 
two  thousand  eight  hundred  and  thirty  feet  (2830),  more  or  less;  thence 
south  seventy  and  one-half  degrees  west  (S.  703/2°  W.)  along  the  river  two 
hundred  and  ten  (210)  feet,  more  or  less;  thence  north  one  thousand  four 
hundred  and  fifty-nine  (1459)  feet,  more  or  less;  thence  west  to  the 
center  of  Olentangy  creek  three  thousand  one  hundred  and  ninety-nine 
(3199)  feet;  thence  up  the  Olentangy  creek  north  twenty-two  and  one- 
half  degrees  east  (N.  2234°  E.)  eight  hundred  and  eight  (808)  feet  to  the 
center  of  the  Columbus,  Piqua  and  Indiana  Railroad;  thence  eighty-three 
(83)  feet  to  a  stake;  thence  following  up  the  creek  north  five  and  one- 
half  degrees  (N.  $y2  E.)  east  six  hundred  and  thirty-eight  and  sixty-two 
hundredths  (638.62)  feet  to  a  stake;  thence  east  two  thousand  nine  hundred 
and  ninety-nine  and  eighty-six  hundredths  (2999.86)  feet  to  the  place  of 
beginning,  containing  one  hundred  and  fourteen  acres  and  twenty-five 
hundredths  of  an  acre  (114.25),  more  or  less:  Reserving  for  right  of  way 
and  de*pot  grounds  as  follows,  viz.:  commencing  at  a  point  on  Lincoln 
Goodale's  west  line,  that  is,  nine  hundred  and  ten  (910)  feet  south  from 
the  northeast  corner  of  the  above  tract;  thence  west  four  hundred  and 
forty-one  (441)  feet;  thence  north  one  hundred  and  sixty-five  (165)  feet; 
thence  west  three  hundred  and  eighty-one  (381)  feet;  thence  north  thirty 
(30)  feet;  thence  west  six  hundred  and  ninety-six  feet;  thence  south 
one  hundred  and  fifty-two  (152)  feet  to  a  point  that  is  north  thirty  (30) 
feet  of  the  center  of  the  main  track;  thence  north  seventy-nine  degrees 
and  forty-four  minutes  west  (N.  79°44'  W.)  parallel  with  the  main  track 
one  thousand  seven  hundred  and  twenty-five  (1725)  feet  to  the  west  line 
and  center  of  Olentangy  creek;  thence  south  twenty-two  and  one-half 
degrees  (S.  22 y2  )  seventy  (70)  feet  to  a  point  that  is  forty  (40)  feet  south 
of  main  track;  thence  south  seventy-nine  degrees  and  forty-four  minutes 
east  (S.  79  44  E.)  one  thousand  seven  hundred  and  twenty-five  (1725)  feet; 
thence  south  sixty-nine  degrees  and  forty-four  minutes  east  (S.  69°44'  E.) 
two  hundred  and  ten  (210)  feet;  thence  south  seventy-nine  degrees  and 
twenty  minutes  east  (S.  79°2o'  E.)  one  thousand  three  hundred  and  thirty- 
five  feet  (1335)  to  the  east  line  of  the  tract  and  thence  north  two  hundred 
and  seventy-five  (275)  feet  to  the  place  of  beginning,  containing  thirteen 
and  one-fourth  (1334)  acres.  And  also  the  right  of  way  for  the  stone  and 
lime  track,  thirty  (30)  feet  wide  from  the  depot  ground  to  the  lime  kilns 
and  Scioto  river,  making  one  acre;  and  making  the  whole  of  said  reserva¬ 
tion  fourteen  and  one-fourth  acres  and  leaving  to  the  tract  conveyed 
by  this  deed  of  trust  one  hundred  (100)  acres. 

To  have  and  to  hold  the  said  premises  thus  conveyed,  and  every  part 
thereof  not  reserved  as  aforesaid,  with  the  appurtenances,  unto  the  said 
Joseph  Ridgway,  party  of  the  second  part,  his  successors  in  said  trust, 
and  his  and  their  heirs,  nevertheless,  upon  the  following  trusts,  that  is 


CORPORATE  HISTORY. 


367 


to  say:  in  case  the  said  parties  of  the  first  part  shall  fail  to  pay  the  prin¬ 
cipal,  or  any  part  thereof,  or  any  of  the  interest  on  any  of  said  bonds 
at  any  time  when  the  same  may  become  due  and  payable  according 
to  the  tenor  thereof,  when  demanded,  then,  after  sixty  days  from  such 
default,  upon  request  of  the  holder  of  such  bond  or  bonds,  made 
in  writing,  the  said  party  of  the  second  part,  his  successors  in  said 
trust  or  assigns  may  enter  into  and  .take  possession  of  all  or  any  part 
of  said  premises,  and  as  the  attorney  in  fact  or  agent  of  said  parties  of 
the  first  part,  by  himself  or  agents  or  substitutes  duly  constituted,  cause 
the  said  premises,  or  so  much  thereof  as  shall  be  necessary  to  pay  and 
discharge  the  principal  and  interest  of  all  such  of  said  bonds  as  may 
then  be'unpaid  and  still  due  to  be  sold  at  public  auction  in  the  city  of 
Columbus,  in  Franklin  county,  Ohio,  giving  at  least  forty  days’  notice 
of  the  time,  place  and  terms  of  such  sale  of  the  premises  to  be  sold,  by 
publishing  the  same  in  two  newspapers  of  good  circulation  in  the  said 
city  of  Columbus,  and  execute  to  the  purchaser  or  purchasers  thereof,  or 
any  part  thereof,  a  good  and  sufficient  deed  of  conveyance  in  fee  simple 
for  the  same,  which  shall  be  a  bar  against  the  said  parties  of  the  first 
part,  their  successors  and  assigns,  and  all  persons  claiming  under  them 
of  all  right  or  interest  in  or  to  the  said  premises  or  any  part  thereof. 
And  said  trustees  shall,  after  deducting  from  the  proceeds  of  said  sale 
the  costs  and  expenses  thereof  and  of  managing  said  trust,  apply  so 
much  of  the  proceeds  as  may  be  necessary  to  the  payment  of  said  prin¬ 
cipal  and  interest  due  and  unpaid  on  said  bonds,  and  restore  the  residue 
thereof  to  the  parties  of  the  first  part,  it  being  understood  that  in  no 
case  shall  any  claim  or  advantage  be  taken  of  any  appraisement  or  exten¬ 
sion  laws,  nor  any  injunction  or  other  process  or  proceedings  be  had 
or  applied  for  to  prevent  such  sale  as  aforesaid;  and  furthermore,  that 
each  and  every  bond  issued  as  aforesaid  shall  share  and  enjoy  equally 
with  every  other  the  benefits  of  said  trust.  And  the  said  parties  of  the 
first  part  hereby  covenant,  for  the  consideration  aforesaid,  to  execute  and 
deliver  any  further  reasonable  and  necessary  conveyance  of  the  premises, 
or  any  part  thereof,  to  the  said  Joseph  Ridgway,  his  successors  in  said 
trust  or  assigns  for  more  fully  carrying  into  effect  the  purposes  of  this 
trust.  And  it  is  further  mutually  agreed,  and  these  presents  are  upon 
this  condition,  that  on  the  payment  of  the  principal  and  interest  of  said 
bonds,  the  estate  hereby  granted  to  said  party  of  the  second  part  shall 
be  void,  and  the  right  to  the  premises  hereby  conveyed  shall  revert  to 
and  revest  in  the  said  parties  of  the  first  part,  without  acknowledgment 
of  satisfaction,  reconveyance  or  other  act  of  the  said  trustee,  his  succes¬ 
sors  or  assigns.  It  is  also  understood  that  said  party  of  the  second  part, 
his  successors  and  assigns,  shall  be  accountable  for  reasonable  diligence 
only  in  the  management  of  this  trust,  and  shall  not  be  responsible  for  the 
acts  of  his  agents  when  selected  with  reasonable  discretion,  and  shall  be 
entitled  to  reasonable  compensation  for  the  discharge  of  the  duties  of  this 
trust  in  case  he  shall  be  compelled  to  proceed  to  sell  said  premises,  or 
any  part  thereof: 

And  it  is  also  agreed  that  in  case  of  the  death,  resignation  or  mental 
incapacity  of  said  party  of  the  second  part,  all  his  interest  in  said  premises, 


368  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

I 

as  weU  as  all  control  over  the  same,  shall  be  divested,  cease  and  deter¬ 
mine,  and  the  same  shall  thenceforth,  for  the  purposes  aforesaid,  be 
vested  in  and  all  and  singular  the  trusts  and  duties  hereinbefore  enumer¬ 
ated  shall  devolve  upon  A.  F.  Perry,  of  the  city  of  Columbus,  without 
further  assurance  or  conveyance  of  or  for  the  same,  and  in  case  of  the 
death,  mental  incapacity  or  resignation  of  the  said  A.  F.  Perry  after  said 
trust  shall  devolve  upon  him,  the  said  parties  of  the  first  part  shall,  or 
in  their  default  for  the  period  of  thirty  days,  the  holders  of  said  bonds, 
or  any  of  them,  may  apply  to  the  judge  of  the  Court  of  Common  Pleas 
for  Franklin  county,  Ohio,  either  in  term  time  or  vacation,  to  appoint  a 
new  trustee,  being  a  resident  of  said  Franklin  county,  Ohio,  to  supply 
his  place;  and  the  same  also  in  case  of  the  vacancy  in  said  trust  in  any 
other  way  however  it  may  come  to  pass:  and  thereupon  such  new  trustee 
shall  become  vested,  for  the  purposes  aforesaid,  with  all  the  rights  and 
interests  hereby  conveyed  to  or  vested  in  the  said  party  of  the  second 
part,  without  any  further  assurance  or  conveyance  of  or  for  the  same; 
but  if  the  same  shall  be  necessary,  both  or  either  of  said  parties  hereto 
shall  execute  any  necessary  releases  or  conveyances  for  that  purpose  and 
the  purposes  of  this  trust. 

In  testimony  whereof,  the  party  of  the  first  part  has  caused  its  corporate 
seal  to  be  hereunto  affixed,  and  the  same  to  be  subscribed  by  its  presi¬ 
dent,  and  said  party  of  the  second  part  has  set  his  hand  and  seal  this 
eighteenth  day  of  October,  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  fifty-four. 

M.  G.  MITCHELL, 

President  Columbus,  Piqua  and  Indiana  R.  R.  Co. 

J.  RIDGWAY. 

Executed,  signed,  sealed  and  delivered  in  our  presence: 

C.  H.  SCRIBNER,  ] 

H.  B.  CARRINGTON,  j  Wltnesses- 

Acknowledged  October  18,  1854,  before  H.  B.  Carrington,  notary  pub¬ 
lic,  Franklin  county,  Ohio. 

Recorded,  Franklin  county,  Ohio,  October  26,  1854. 


COLUMBUS  AND  INDIANAPOLIS  RAILROAD 

COMPANY.1 

CERTIFICATE  OE  REORGANIZATION 

Of  the  Columbus,  Piqua  and  Indiana  Railroad  Company  as  the 
Columbus  and  Indianapolis  Railroad  Company. 

To  whom  it  may  concern:  It  is  hereby  certified  that  at  a  meeting  of  the 
subscribers  to  an  agreement,  entered  into  by  more  than  two-thirds  in 
interest  of  the  creditors,  and  more  than  two-thirds  in  interest  of  the  stock¬ 
holders.  of  the  Columbus,  Piqua  and  Indiana  Railroad  Company,  for  the 
reorganization  of  said  company  under  and  in  pursuance  of  the  act  of  the 


1  See  page  40. 


CORPORATE  HISTORY. 


369 


General  Assembly  of  the  state  of  Ohio,  entitled  “  An  act  to  regulate  the 
sale  of  railroads,  and  for  the  reorganization  of  the  same,”  passed  April 
11,  1861, 1  which  agreement  was  filed  in  the  case  of  George  S.  Coe,  trustee, 
against  said  railroad  company  and  others,  pending  in  the  Court  of  Com¬ 
mon  Pleas  of  Franklin  county,  Ohio,  and  by  order  of  said  court  made 
part  of  the  record  in  said  case  (to  which  record  reference  is  here  made  for 
all  purposes  in  this  behalf),  which  meeting  was  convened  by  the  trustees 
of  said  subscribers,  after  the  sale  to  them  of  the  railroad,  property  and 
franchises  of  said  company,  made  under  and  by  virtue  of  the  decree  of 
said  court  in  said  case,  in  accordance  with  the  provisions  of  said  act,  on 
the  first  day  of  October,  1863'  at  the  office  of  said  company,  on  the  line  of 
its  railroad,  in  the  city  of  Columbus,  Ohio,  at  which  meeting  the  said 
railroad  company  was  reorganized  under  and  by  the  corporate  name  of 
the  Columbus  and  Indianapolis  Railroad  Company; 

That  the  railroad  which  said  corporation  is  to  hold,  maintain  and  operate 
is  the  same  which,  before  the  sale  thereof  as  aforesaid,  was  owned  and 
held  by  the  said  Columbus,  Piqua  and  Indiana  Railroad  Company,  the 
termini  of  which  are  the  city  of  Columbus,  Ohio,  and  the  western  bound¬ 
ary  of  the  state  of  Ohio,  at  Union  City,  subject  to  such  alterations, 
changes,  extensions,  additions  and  relocations  as  may  be  lawful. 

It  is  also  hereby  certified  that  the  first  Wednesday  of  October,  1864,  and 
the  first  Wednesday  of  October  in  each  succeeding  year,  was  appointed 
and  fixed  upon  by  the  reorganization  meeting  aforesaid,  for  holding  the 
annual  meeting  of  said  corporation. 

In  witness  whereof,  The  corporate  seal  of  said  reorganized  corporation, 
the  Columbus  and  Indianapolis  Railroad  Company,  is  hereto  affixed  by 
the  undersigned,  president  of  the  board  of  directors  of  said  company,  by 
order  of  said  board,  and  in  conformity  with  a  resolution  of  said  reorgan¬ 
ization  meeting,  to  the  end  that  the  certificate  required  by  the  third  sec¬ 
tion  of  the  act  of  the  General  Assembly  aforesaid,  may  be  filed  in  the 
office  of  the  secretary  of  the  state  of  Ohio. 

B.  E.  SMITH, 

•  7 
President  Columbus  and  Indianapolis  Railroad  Company. 

% 

Filed  in  the  office  of  the  secretary  of  state  of  Ohio,  October  31,  1863. 

DEED. 

John  H.  Bradley,  Special  Master  Commissioner,  to  the  Columbus 

and  Indianapolis  Railroad  Company. 

Dated  December  1,  1863. 

Conveying  road,  property,  franchises,  etc.,  of  the  Columbus,  Piqua  and 

Indiana  Railroad  Company. 

Know  all  men  by  these  presents,  That  I,  John  H.  Bradley,  as  special 
master  commissioner  of  the  Court  of  Common  Pleas  of  Franklin  county, 
in  the  state  of  Ohio,  in  pursuance  of  an  order  of  sale  to  me  directed,  in 


24 


1  Revised  Stats.  Ohio,  (Supplement)  S.  &  S.,  p.  127. 


37 O  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


my  said  capacity,  under  the  seal  of  said  court,  issued  by  the  clerk  of 
said  court  for  carrying  into  effect  the  judgment  and  decree  of  said  court 
made  at  the  May  term  thereof,  A.  D.  1863,  in  the  case  of  George  S.  Coe, 
trustee,  against  the  Columbus,  Piqua  and  Indiana  Railroad  Company  and 
others,  pending  in  said  court,  and  in  pursuance  of  public  notice  of  the 
time  and  place  of  sale  given  in  conformity  with  said  judgment  and  decree, 
and  order  of  sale,  did,  on  the  sixth  day  of  August,  A.  D.  1863,  between  the 
hours  of  twelve  o’clock  M.  and  four  o’clock  P.  M.  of  said  day,  at  the 
court  house  door  in  the  city  of  Columbus,  Ohio,  offer  and  expose  to 
sale,  and  did  then  and  there,  by  public  vendue,  strike  off  and  sell  to 
Lowell  Holbrook,  James  A.  Roosevelt  and  Joseph  T.  Thomas,  trustees, 
in  trust  for  the  use  of  the  parties,  to  an  agreement  entitled  “  General  plan 
for  the  reorganization  of  the  Columbus,  Piqua  and  Indianapolis  Railroad 
Company,”  a  copy  of  which  is  filed  in  said  case,  and  by  order  of  said 
court  made  a  part  of  the  record  thereof,  the  entire  railroad  of  said  com¬ 
pany,  including  the  right  of  way  thereof  held  and  owned  by  said  com¬ 
pany  and  the  lands  occupied  thereby  or  needed  to  be  used  in  the  con¬ 
struction  or  reconstruction,  repair,  use,  or  employment  thereof,  by  what¬ 
ever  right  the  same  may  be  holden  by  said  company,  together  with  the 
superstructure  and  tracks  thereon,  and  all  bridges,  viaducts,  culverts, 
fences,  depot  grounds  and  buildings  thereon;  and  including  as  a  part 
thereof  all  engines,  locomotives,  cars  of  every  description,  rolling  stock, 
turn  tables,  water  stations  and  fixtures,  station  houses,  and  lots  and  lands 
used  in  operating  said  road,  or  intended  to  be  used  in  connection  there¬ 
with  and  owned  and  held  for  that  purpose;  and  all  tools  and  implements, 
materials  and  supplies,  and  all  shops  and  engine  houses  owned,  used  or 
provided  by  said  company  to  be  used  in  operating  said  railroad,  including 
each  of  said  matters  and  things  as  may  have  been  procured,  obtained  or 
supplied  by  the  agency  of  the  receivers  in  said  case;  and  all  the  privileges, 
franchises  and  powers  of  said  company,  including  its  franchise  to  be  and 
act  as  a  corporation  conferred  by  the  charter  and  amendments  to  the 
charter  of  said  company,  authorized  by  the  act  of  the  General  Assembly, 
passed  April  11,  1861,  to  be  sold,  in  one  entire  parcel  and  as  an  entirety, 
at  and  for  the  sum  of  five  hundred  thousand  dollars,  they  bidding  that 
sum  therefor,  and  their  said  bid  being  the  highest  and  best  bid  therefor, 
and  being  the  minimum  amount  for  which  the  same  were  permitted  to 
be  sold  by  the  terms  of  said  order  of  sale,  payable  as  prescribed  in  said 
order,  they  having  secured  the  payment  thereof  by  the  deposit  of  bonds 
of  said  company  as  required  by  said  order.  Also,  be  it  known,  that  as 
such  special  master  commissioner  as  aforesaid,  I  made  report  of  said 
sale  to  said  court,  and  duly  returned  said  order  of  sale,  with  said  report 
annexed  thereto,  into  said  court.  And  thereupon  such  proceedings  were 
had  by  said  court  in  the  cause  aforesaid,  amongst  other  things,  that  said 
sale  was,  at  the  November  term,  A.  D.  1863,  by  the  order  and  judgment  of 
said  court,  in  all  things  confirmed.  And  at  the  term  of  said  court  last 
aforesaid,  it  was  made  known  to  said  court  by  the  motion  and  petition 
of  the  purchasers  aforesaid,  filed  in  said  cause,  and  by  order  of  the  court 
made  a  part  of  the  record  thereof,  that  the  parties  to  said  agreement  for 
whose  use  said  purchase  was  made,  had,  in  conformity  with  the  statute  in 
such  cases  made  and  provided,  since  the  said  sale  and  purchase,  become 


CORPORATE  HISTORY. 


371 


organized  as  a  body  corporate  by  and  under  the  corporate  name  of  the 
Columbus  and  Indianapolis  Railroad  Company;  and  said  purchasers  in 
and  by  their  said  motion  and  petition  having  prayed  the  court  to  order 
and  direct  the  conveyance  of  the  said  railroad,  property  and  franchises 
to  be  made  to  the  said  body  corporate,  the  Columbus  and  Indianapolis 
Railroad  Company,  instead  of  to  them,  the  said  purchasers,  it  was  there¬ 
upon  accordingly  ordered  by  the  court,  that  I,  the  said  John  H.  Bradley, 
as  special  master  commissioner  as  aforesaid,  on  full  payment,  as  in  said 
order  directed,  of  the  purchase  money  bid  therefor,  as  aforesaid,  and  for 
which  the  same  were  struck  off  and  sold  as  aforesaid,  being  made,  should 
execute  and  deliver  to  the  said,  the  Columbus  and  Indianapolis  Railroad 
Company,  such  deed  of  conveyance  for  said  railroad,  property  and  fran¬ 
chises,  as  otherwise  should  be  made  to  said  purchasers;  all  of  which  mat¬ 
ters  and  things  appear  by  the  records  and  files  thereof  in  said  court  re¬ 
maining  in  the  cause  aforesaid  and  are  hereby  referred  unto  as  the 
authority  for  this  conveyance. 

Therefore,  in  consideration  of  the  premises  and  by  authority  of  the 
same,  and  in  consideration  of  the  sum  of  five  hundred  thousand  dollars 
to  me,  as  special  master  commissioner  as  aforesaid,  fully  paid  by  the  said, 
the  Columbus  and  Indianapolis  Railroad  Company,  the  receipt  whereof 
I  do  hereby  acknowledge  in  my  said  capacity,  I,  the  said  John  H.  Bradley, 
in  my  said  capacity  of  special  master  commissioner,  do  hereby  grant, 
bargain,  sell,  enfeoff  and  convey  unto  the  said  the  Columbus  and  India¬ 
napolis  Railroad  Company,  their  successors  and  assigns  forever,  all  and 
singular  the  premises  first  hereinabove  described  as  having  been  struck 
off  and  sold  by  me  to  the  said  purchasers,  and  known  and  described  as 
hereinabove  set  forth,  and  as  set  forth  and  described  in  said  order  of 
sale.  To  have  and  to  hold  the  same  to  the  said  the  Columbus  and  Indi¬ 
anapolis  Railroad  Company,  their  successors  and  assigns  forever,  to  be 
held,  possessed,  used,  carried  on,  repaired,  completed,  or  reconstructed, 
relocated,  improved  and  operated,  by  said  last  named  railroad  company, 
its  successors  and  assigns,  by  the  same  right  and  for  the  same  purposes 
by  which  the  same  were,  or  might  otherwise  be,  held,  possessed,  used, 
carried  on,  etc.,  by  the  said  Columbus,  Piqua  and  Indiana  Railroad  Com¬ 
pany;  and  the  same  again  to  sell,  pledge  or  dispose  of  as  absolute  owner 
thereof,  free  from  and  acquit  and  discharged  of  every  claim  or  demand 
whatsoever  against  the  same,  whether  by  judgment,  mortgage  or  other¬ 
wise,  by  and  in  behalf  of  any  person  or  persons,  body  politic  or  corpo¬ 
rate,  as  creditor,  corporator  or  stockholder  of  said  Columbus,  Piqua  and 
Indiana  Railroad  Company,  in  as  full  and  ample  a  manner  as  I,  the  said 
John  H.  Bradley,  as  special  master  commissioner  as  aforesaid,  by  virtue 
of  the  premises,  might,  could  or  ought  to  convey  the  same. 

Given  under  my  hand  and  seal  as  special  master  commissioner  as  afore¬ 
said,  this  first  day  of  December,  in  the  year  of  our  Lord  one  thousand 
eight  hundred  and  sixty-three. 

JOHN  H.  BRADLEY, 

Special  Master  Commissioner  as  in  this  deed  recited. 

Signed,  sealed  and  delivered  in  presence  of  us: 

WM.  FERSON, 

WM.  T.  BRUSH. 


372  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Duly  acknowledged  before  Thomas  M.  Dye,  notary  public,  Franklin 
county,  Ohio,  December  9,  1863. 

Recorded  in  the  counties  of  Ohio  on  the  dates  and  in  the  volumes  and 
pages  of  their  records  of  deeds  as  follows: 

Franklin,  December  10,  1863,  vol.  78,  page  28;  Champaign,  January  25, 
1864,  vol.  34,  page  416;  Union,  April  11,  1864,  vol.  26,  page  190;  Miami, 
February  1,  1864,  vol.  39,  page  225;  Darke,  February  17,  1864,  vol.  2,  page 
137;  Madison,  February  23,  1864,  vol.  30,  page  169. 


FIRST  MORTGAGE. 

Columbus  and  Indianapolis  Railroad  Company  to  Archibald 

Parkhurst,  Trustee. 

Dated  December  7,  1863. 

Securing  $1,000,000  bonds,  dated  December  1,  1863,  payable  January  1, 

1884,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  seventh  day  of  December,  in  the  year  of  our 
Lord,  one  thousand  eight  hundred  and  sixty-three,  between  the  Columbus 
and  Indianapolis  Railroad  Company,  a  corporation  of  the  state  of  Ohio, 
the  party  of  the  first  part,  and  Archibald  Parkhurst,  of  the  city  and  state 
of  New  York,  trustee  for  certain  creditors,  holders  and  owners  of  the 
bonds  of  said  railroad  company,  party  of  the  second  part. 

Whereas,  The  Columbus,  Piqua  and  Indiana  Railroad  Company,  of  the 
state  of  Ohio,  was  by  a  special  charter,  duly  granted  by  the  General  As¬ 
sembly  of  the  state  of  Ohio,  duly,  legally  and  fully  made  and  created  to 
be  a  corporation,  and  was,  in  pursuance  of  said  charter,  and  the  amend¬ 
ments  thereto,  duly  organized  as  such  corporation;  and,  therefore,  became 
and  was  the  owner  and  possessor  of  the  railroad,  property,  franchises  and 
appurtenances,  hereinafter  specifically  set  forth. 

And  whereas,  In  and  by  the  construction  and  equipment  of  said  road, 
and  the  purchase  of  the  right  of  way  and  of  other  matters  appurtenant 
thereto,  the  said  company  became  largely  indebted,  and  as  evidence  of 
such  indebtedness  issued  and  delivered  to  divers  persons,  for  valuable 
considerations,  a  large  amount  of  bonds,  and  for  the  purpose  of  receiving 
the  payment  of  the  same  with  the  interest  thereon,  made,  executed, 
recorded  and  delivered  several  mortgages  upon  said  road,  property  and 
appurtenances.  And  whereas,  the  said  railroad  company  afterward  being 
unable  to  pay  such  bonds,  and  being  in  default  therein,  suit  at  law  for  the 
recovery  of  said  unpaid  money  and  to  foreclose  the  said  mortgages,  was 
duly  instituted  in  the  Court  of  Common  Pleas  of  Franklin  county,  Ohio, 
by  George  S.  Coe,  the  trustee  named  and  appointed  in  said  mortgages 
against  the  said  lailroad  company  and  others,  and  so  prosecuted,  that 
by  the  decree  of  said  court  rendered  in  said  suit,  the  said  railroad  com¬ 
pany  was  ordered  and  adjudged  to  pay  a  large  sum  of  money;  and  in 
default  of  said  payment,  that  the  said  railroad,  property  and  franchises 
should  be  sold  to  pay  the  same.  .  And  whereas,  during  the  pendency  of 
said  suit,  on  the  nth  day  of  April,  1861,  an  act  was  passed  by  the  General 
Assembly  of  the  state  of  Ohio,  entitled  “  An  act  to  regulate  the  sale  of 


CORPORATE  HISTORY. 


373 


railroads  and  the  reorganization  of  the  same,”  under  and  by  virtue  of 
which  act,  and  in  pursuance  thereof,  the  creditors  and  stockholders  of 
the  said  railroad  company  did  enter  into  a  plan  and  agreement  for  the 
reorganization  of  said  railroad  company  and  the  liquidation  of  the  debts 
thereof,  and  for  the  issuing  of  new  bonds,  and  the  making  of  new  mort¬ 
gages  on  said  property,  and  the  payment  of  the  bonds  and  stock  thereof 
with  new  bonds  and  stock,  as  by  reference  to  said  agreement,  on  file 
among  the  records  of  said  court,  will  more  fully  appear,  and  did  there¬ 
after,  as  provided  by  said  act,  file  said  agreement  in  said  court  in  the 
suit  and  proceedings  against  said  company  aforesaid;  and  thereupon  the 
said  court,  in  pursuance  of  said  act,  did  order  the  said  railroad,  property 
and  franchises  to  be  sold  and  appointed  a  special  master  commissioner 
to  make  such  sale.  And  afterward  the  said  master  commissioner  did 
sell  the  same  to  the  trustees  of  the  parties  to  said  agreement,  and  after¬ 
ward,  in  due  form  of  law,  a  meeting  of  the  said  parties  was  duly  held 
and  the  said  Columbus,  Piqua  and  Indiana  Railroad  Company  was  duly 
reorganized  in  pursuance  of  the  act  of  the  General  Assembly  of  the  state 
of  Ohio,  aforesaid,  under  and  with  the  name  of  the  Columbus  and  In¬ 
dianapolis  Railroad  Company,  the  party  of  the  first  part  to  these  presents; 
and  after  such  reorganization,  the  full,  entire  and  perfect  title  to  said 
railroad,  property,  franchises  and  appurtenances  was  in  due  form  of  law 
conveyed  and  assured  to  the  parties  of  the  first  part;  all  of  which  will 
more  fully  and  at  large  appear  by  reference  to  the  proceedings  of  the 
Court  of  Common  Pleas  of  Franklin  county,  .Ohio,  in  the  suit  and  pro¬ 
ceeding  aforesaid,  and  by  all  of  which  it  is  that  the  party  of  the  first  part 
is  a  corporation,  duly  formed  and  organized  and  constituted  by  law,  and 
is  duly  and  legally  vested  with  the  title  to  and  ownership  in  the  railroad, 
property  and  franchises,  formerly  known  as  the  Columbus,  Piqua  and 
Indiana  Railroad,  with  all  its  appurtenances  and  property,  and  all  the 
franchises  formerly  owned  by  the  Columbus,  Piqua  and  Indiana  Railroad 
Company,  by  purchase  thereof,  made  at  the  judicial  sale  thereof  by  the 
Court  of  Common  Pleas  of  Franklin  county,  Ohio,  aforesaid,  after  due 
and  legal  proceedings  had  in  said  court,  and  full  payment  of  the  purchase 
money  thereof;  and  confirmation  of  the  sale  and  purchase  aforesaid  by 
said  court.  And  whereas,  for  the  purpose  of  carrying  out  the  said  re¬ 
organization,  as  provided  for  by  the  agreement  of  the  parties  to  said 
plan  of  reorganization  as  aforesaid,  and  for  the  purpose  of  paying  off  and 
satisfying  certain  liens  and  claims  existing  against  the  said  railroad  and 
property  created  by  the  court  to  complete  the  western  division  of  said 
road  and  equip  the  same,  and  which  liens  and  claims,  it  was  provided 
by  said  decree  of  said  court  and  said  agreement  of  reorganization,  that 
said  property,  or  the  proceeds  of  the  sale  thereof,  should  be  held  liable 
and  bound  to  pay;  and  also  for  the  purpose  of  paying  certain  bonds 
formerly  given  by  the  said  Columbus,  Piqua  and  Indiana  Railroad  Com¬ 
pany  and  secure  by  a  first  mortgage  on  said  property,  which  by  said 
agreement  of  reorganization  and  by  the  consent  of  the  parties  therein 
interested,  it  was  also  provided  should  be  thus  paid;  and  also  for  the 
purpose  of  paying  the  expenses  of  the  trust  created  by  said  agreement 
of  reorganization  and  the  costs  and  charges  of  the  proceedings  at  law, 


37 4  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


and  other  expenses  necessarily  incurred  and  to  be  incurred  to  com¬ 
pletely  reorganize  said  railroad  company,  and  make  it  valuable  to  the 
parties  interested  in  it  under  such  reorganization;  the  said  party  of  the 
first  part  have  resolved  to  make,  and  under  and  by  virtue  of  said  agree¬ 
ment  of  reorganization  and  proceeding  thereunder,  and  under  and  by 
virtue  of  the  act  of  the  General  Assembly  of  the  state  of  Ohio,  passed 
April  ii,  1861,  aforesaid,  are  authorized  and  required  to  make,  issue,  use, 
dispose  of  and  deliver  bonds  of  two  classes,  but  secured  by  the  same 
mortgage  in  the  form  and  amounts  hereinafter  named  and  specified, 
to  wit:  The  first  class  of  said  bonds  to  be  preferred  and  have  priority  of 
lien  upon  said  property,  road  and  franchises  of  every  kind,  now  acquired 
or  to  be  hereafter  acquired,  both  real  and  personal,  and  to  be  known  and 
designated  as  “  Preferred  first  mortgage  bonds,”  and  to  amount  in  the 
aggregate  to  a  sum  not  exceeding  $260,000,  and  to  be  all  of  the  same 
tenor  and  effect,  to  be  all  dated  on  the  first  day  of  December,  1863,  and 
payable  at  the  expiration  of  twenty  years  thereafter,  in  the  city  of  New 
York,  to  bear  interest  at  the  rate  of  seven  per  centum  per  annum,  pay¬ 
able  semi-annually  in  the  city  of  New  York,  and  to  be  equally  and  ratably 
secured  by  this  mortgage  and  according  to  their  respective  amounts  to 
be  entitled  to  the  special  preferred  lien  herein  established  in  their  favor 
over  all  other  liens  on  said  railroad  property  and  franchises,  and  which 
preferred  first  mortgage  bonds  are  in  the  form  following: 

United  States  of  America. 

No.  - .  •  State  of  Ohio.  $1000. 

The  Columbus  and  Indianapolis  Railroad  Company. 

Preferred  First  Mortgage  Bond. 

Know  all  men  by  these  presents,  That  the  Columbus  and  Indianapolis 
Railroad  Company  is  indebted  to  William  D.  Thompson,  of  the  qity  of 
New  York,  or  bearer,  in  the  sum  of  one  thousand  dollars,  lawful  money 
of  the  United  States,  which  the  said  company  promises  to  pay  to  him  or 
to  the  bearer  hereof,  on  the  first  day  of  January,  in  the  year  one  thou¬ 
sand  eight  hundred  and  eighty-four,  in  the  city  of  New  York,  with 
interest  thereon  at  the  rate  of  seven  per  centum  per  annum,  payable 
semi-annually  in  the  city  of  New  York,  on  the  first  days  of  July  and 
January  of  each  year,  on  the  presentation  and  surrender  of  the  cou¬ 
pons  hereto  annexed,  as  they  severally  become  due;  and  in  case  of 
the  non-payment  of  any  half-yearly  installment  of  interest  which  shall 
have  become  payable  and  shall  have  been  demanded,  if  such  default  shall 
continue  for  six  months  after  the  maturing  of  the  said  installment,  the 
principal  of  this  bond  shall  become  due  in  the  manner  and  with  the  effect 
specified  in  the  deed  of  trust  securing  such  payment.  This  bond  is  one 
of  an  issue  of  not  exceeding  $260,000,  and  has  a  special  preferred  first 
lien  on  all  of  the  railroad,  property,  equipments  and  franchises  of  the 
said  company  as  mentioned  in  the  deed  of  trust  securing  its  payment. 
The  owner  of  this  bond,  who  shall  have  been  such  for  twenty  days  before 
any  meeting  or  election  of  said  railroad  company  to  be  held  or  made  by 
its  creditors  and  stockholders,  will  be  entitled  to  cast  one  vote  for  every 
$50  of  the  amount  thereof,  at  any  such  meeting  or  election,  either  in 


CORPORATE  HISTORY. 


375 


person  or  by  proxy;  such  meeting  or  election  and  notice  thereof, 
and  voting  thereat,  being  controlled  and  managed  and  made  as  the 
board  of  directors  of  said  company  shall  by  rules  provide,  and  accord¬ 
ing  to  law.  This  bond  shall  be  transferable  by  delivery,  or  it  may  be 
registered  as  to  its  ownership  on  a  register  to  be  kept  by  the  company; 
and  being  so  registered  it  shall  then  be  transferable  only  on  the  books  of 
the  company  until  released  from  such  registry  on  said  books  by  its 
owner.  This  bond  shall  not  become  obligatory  until  it  shall  have  been 
authenticated  by  a  certificate  annexed  to  it  duly  signed  by  the  trustee. 

In  witness  whereof,  the  said  railroad  company  have  caused  their  cor¬ 
porate  seal  to  be  hereunto  affixed,  and  the  same  to  be  attested  by  the 
signatures  of  their  president  and  secretary,  and  have  also  caused  the 
coupons  hereto  annexed  to  be  signed  by  their  secretary  this  first  day  of 
December,  in  the  year  of  our  Lord,  eighteen  hundred  and  sixty-three. 

(  United  States  Revenue  )  - ,  President. 

(  Stamp,  50  cents.  ) 

- ,  Secretary. 

And  whereas,  The  said  railroad  company,  also,  in  further  consideration 
of  the  payments  and  liabilities  to  be  made  and  discharged  by  them  under 
the  agreement  of  reorganization  aforesaid,  and  the  laws  of  the  state  of 
Ohio  aforesaid,  resolved  to  make  and  are  authorized  to  make  and  issue 
a  further  amount  of  bonds,  designated  as  first  mortgage  bonds,  not  to 
exceed  in  the  aggregate  the  sum  of  seven  hundred  and  forty  thousand 
dollars,  all  of  the  same  form,  tenor  and  effect,  but  of  different  denomina¬ 
tions;  and  all  bearing  the  same  date,  maturing  at  the  same  time,  and 
bearing  the  same  interest,  payable  at  the  same  place  and  in  the  same 
manner  as  the  preferred  first  mortgage  bonds  aforesaid,  but  holding  a 
lien  on  the  said  railroad,  property,  franchises,  equipments  and  appur¬ 
tenances,  subsequent  to  the  said  sum  of  $260,000  of  preferred  mortgage 
bonds  as  aforesaid. 

Now,  therefore,  this  indenture  witnesseth,  that  the  parties  of  the  first 
part,  for  and  in  consideration  of  the  premises,  and  of  the  sum  of  one 
dollar  to  them  in  hand  paid  by  the  party  of  the  second  part,  the  receipt 
whereof  is  hereby  acknowledged,  and  in  order  to  secure  the  payment  of 
the  principal  and  interest  of  the  bonds  aforesaid,  and  in  their  respective 
classes  aforesaid;  and  so  that  each  class  may  be  required  to  be  paid 
separately,  in  all  respects,  as  if  each  class  was  alone  hereby  secured; 
issued  or  to  be  issued  as  herein  recited  and  provided,  and  every  part  of 
the  said  principal  and  interest,  as  the  same  shall  become  payable  accord¬ 
ing  to  the  tenor  of  the  said  bonds,  and  of  the  coupons  thereto  annexed; 
have  granted,  bargained  and  sold,  and  do  by  these  presents,  grant,  bar¬ 
gain,  sell,  convey  and  transfer  to  the  party  of  the  second  part,  and  to  his 
successor  in  said  trust  and  assigns,  all  the  right,  title  and  interest  of 
the  party  of  the  first  part;  acquired  in  any  and  all  manners  whatever, 
and  especially  acquired  by  the  agreement  of  reorganization,  and  by  the 
reorganization  thereunder,  and  under  the  act  of  the  General  Assembly 
of  the  state  of  Ohio,  passed  April  11,  1861,  aforesaid,  and  by  the  pur¬ 
chase  thereof,  under  the  decree  of  the  Court  of  Common  Pleas  of  Frank¬ 
lin  county,  Ohio,  aforesaid,  and  by  any  conveyance  thereof  made  by 


37^  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  special  master  commissioner  of  said  court,  of,  in  and  to  all  and 
singular  the  railroad  extending  from  Columbus,  Ohio,  to  Union  City, 
Indiana,  a  distance  of  one  hundred  and  two  and  one-half  miles  and 
heretofore  known  as  the  Columbus,  Piqua  and  Indiana  Railroad,  in¬ 
cluding  all  the  railway,  rights  of  way,  sidings,  depot  grounds  and  other 
lands;  and  all  depots,  station  houses,  engine  houses,  car  houses,  freight 
houses,  wood  houses  and  other  buildings,  and  all  machine  shops  and 
other  shops  held  and  acquired  for  use  in  connection  with  said  rail¬ 
road,  or  the  business  thereof;  and  also  all  locomotives,  engines,  tenders, 
cars  and  other  rolling  stock  and  equipments,  and  all  machinery,  tools, 
implements,  fuel  and  material  for  the  constructing,  repairing,  operating 
or  replacing  said  road  or  its  rolling  stock,  or  any  part  thereof,  or  of 
any  of  the  same,  or  its  appurtenances;  and  also  all  franchises  connected 
with  said  railroad,  or  relating  thereto,  or  to  the  construction,  use  or 
maintenance  and  operation  thereof,  including  the  franchise  to  be  a  cor¬ 
poration,  and  all  the  property,  franchises,  rights  and  things  of  whatever 
name  or  nature,  owned,  held  and  possessed  by  the  party  of  the  first  part, 
together  with  all  and  singular  the  tenements  and  appurtenances  thereunto 
belonging,  or  in  any  wise  appertaining,  and  the  reversions,  remainders, 
rents,  issues,  tolls,  incomes  and  profits  thereof;  and  also  all  the  estate, 
right,  title,  interest,  property,  possession,  claim  and  demand  whatsoever, 
in  law  or  in  equity  of  the  parties  of  the  first  part  of,  in,  to,  or  out  of  the 
same,  and  any  and  every  part  thereof,  with  the  appurtenances.  To  have 
and  to  hold  the  above  described  premises,  railroad,  property  and  fran¬ 
chises,  with  the  appurtenances,  to  him,  the  said  party  of  the  second  part, 
and  to  his  successors  in  said  trust  or  assigns,  to  the  only  proper  use, 
benefit  and  behoof  of  the  said  party  of  the  second  part,  and  his  successors 
and  assigns,  in  trust,  nevertheless,  for  the  purposes  herein  expressed, 
namely : 

Article.  1.  Until  default  shall  have  been  made  by  the  party  of  the  first 
part  in  the  payment  of  principal  or  interest  of  the  said  bonds,  or  some 
of  them,  or  until  default  shall  have  been  made  in  respect  to  some  thing 
herein  required  to  be  done  by  the  party  of  the  first  part,  the  said  party 
of  the  first  part  shall  be  suffered  and  permitted  to  possess,  manage, 
operate  and  enjoy  the  said  railroad,  property,  franchises,  equipments 
and  appurtenances,  and  to  renew,  replace  and  repair,  or  exchange  the 
same  or  any  of  them,  and  to  take  and  use  the  rents,  issues,  tolls,  incomes 
and  profits  thereof,  and  to  dispose  of  the  same  in  any  manner  not  in¬ 
consistent  with  this  instrument. 

Art.  2.  In  case  default  shall  be  made  in  the  payment  of  any  interest 
on  any  of  the  aforesaid  bonds,  issued  or  to  be  issued,  according  to  the 
tenor  of  the  coupons  thereto  annexed  or  of  the  provisions  hereof,  or 
in  case  default  shall  be  made  in  the  payment  of  the  principal  of  such 
bonds  or  any  of  them,  when  the  same  shall  become  due;  if  such  default 
shall  continue  for  the  period  of  six  months,  it  shall  be  lawful  for  the 
party  of  the  second  part  or  his  successor,  as  such  trustee,  personally  or 
by  his  agent  or  attorney,  to  enter  into  and  upon  all  and  singular  the 
premises  hereby  conveyed,  or  intended  so  to  be,  and  each  and  every  part 
thereof,  and  to  have,  hold  and  use  the  same,  operating  by  his  or  their 


CORPORATE  HISTORY. 


377 


superintendents,  managers,  receivers,  servants  or  agents,  the  said  rail¬ 
road  and  property,  and  conducting  the  business  thereof,  and  exercising 
the  franchises  pertaining  thereto,  and  making,  from  time  to  time,  all 
repairs  and  replacements,  and  such  useful  alterations  and  additions  and 
improvements  thereto  as  may  seem  to  him  or  them  to  be  judicious,  and 
to  collect  and  receive  all  tolls,  freights,  incomes,  rents,  issues  and  profits 
of  the  same  and  every  part  thereof,  and  after  deducting  the  expenses  of 
operating  the  said  railroad,  and  conducting  its  business,  and  of  the 
repairs,  replacements,  alterations,  additions  and  improvements;  and  all 
payments  which  may  be  made  for  taxes,  assessments,  charges  or  liens 
prior  to  the  lien  of  these  presents  upon  the  said  premises  or  any  part  • 
thereof,  as  well  as  a  proper  compensation  for  his  own  services,  to  apply 
the  money  so  arising  as  aforesaid,  to  the  payment  of  interest  in  the  order 
in  which  such  interest  shall  have  become  or  shall  become,  due,  ratably 
to  the  persons  holding  the  coupons  for  such  interest,  and  after  paying 
all  interest  which  shall  have  become  due,  to  apply  the  same  to  the  satis¬ 
faction  of  the  principal  of  the  aforesaid  bonds,  which  may  be  at  the  time 
unpaid,  ratably  and  without  discrimination  or  preference  in  and  to  the 
class  of  such  bonds  to  which  the  same  may  be  applicable;  first  applying 
said  money  to  pay  the  interest  on  said  class  of  $260,000  preferred  first 
mortgage  bonds,  and  when  such  interest  shall  have  been  paid,  then 
applying  said  money  to  the  payment  of  the  interest  on  said  class  of 
$740,000  said  first  mortgage  bonds  in  manner  aforesaid. 

Art.  3.  In  case  default  shall  be  made  as  aforesaid  and  shall  continue 
as  aforesaid,  it  shall  be  lawful  for  the  party  of  the  second  part,  or  his 
successor  as  such  trustee,  after  entry  as  aforesaid  or  other  entry,  person¬ 
ally  or  by  his  agent  or  attorney,  to  sell  and  dispose  of  all  and  singular 
the  premises  hereby  conveyed  or  intended  so  to  be,  at  public  auction,  in 
the  city  of  Columbus,  Ohio,  at  such  time  as  he  may  appoint,  having 
first  given  notice  of  the  time  and  place  of  sale  by  advertisement,  pub¬ 
lished  once  a  week  for  six  weeks  in  one  newspaper  of  good  circulation, 
published  in  the  city  of  New  York,  one  other  published  in  the  city  of 
Philadelphia,  and  one  other  published  in  Columbus,  Ohio;  and  to  ad¬ 
journ  said  sale  from  time  to  time,  in  his  discretion,  and  if  so  adjourning 
it,  to  make  such  sale,  without  further  notice  at  the  time  and  place  to 
which  the  same  may  be  so  adjourned;  and  upon  such  sale  to  make  and 
deliver  to  the  purchaser  thereof,  good  and  sufficient  deed  or  deeds  in 
law  for  the  same  in  fee  simple,  which  sale  made  as  aforesaid  shall  be  a 
perpetual  bar,  both  in  law  and  equity,  against  the  parties  of  the  first  part, 
and  all  other  persons  lawfully  claiming  or  to  claim  the  said  premises  or 
any  part  thereof,  by,  from,  through  or  under  them  or  any  of  them;  and 
after  deducting  from  the  proceeds  of  such  sale  just  allowances  for  all 
expenses  of  the  same,  and  all  advances  of  liabilities  which  may  have  been 
made  or  incurred  by  said  trustee  in  operating  or  maintaining  the  said 
railroad  and  property,  or  in  managing  its  business  while  in  possession 
and  arranging  for  and  completing  the  sale  thereof,  and  all  payments  for 
taxes,  assessments,  charges  or  liens,  prior  to  the  lien  of  these  presents, 
on  the  said  premises  or  any  part  thereof,  as  well  as  compensation  for 
his  own  services,  to  apply  the  proceeds  of  such  sale  to  the  payment  of 


37§  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  principal  and  interest  of  such  of  said  bonds  as  may  at  that  time  be 
unpaid,  whether  or  not  the  same  shall  have  previously  become  due,  first 
paying  in  full  the  principal  and  interest  unpaid,  on  the  said  issue  of 
$260,000,  of  preferred  first  mortgage  bonds  and  thereafter  paying  and 
satisfying  the  said  issue  of  $740,000  of  first  mortgage  bonds;  and  if  such 
proceeds  of  said  sale  shall  be  insufficient,  when  so  applied  in  that  order  to 
pay  any  class  of  such  bonds,  then  to  apply  and  pay  the  same,  as  applicable 
to  such  class,  ratably  and  in  proportion  to  the  whole  of  such  class,  and 
if  after  paying  and  satisfying  both  of  said  classes  of  bonds,  any  surplus 
shall  remain,  to  hold  the  same  for  the  benefit  of  the  party  of  the  first 
*  part,  to  be  paid  and  applied  according  to  law,  to  the  payment  and  satis¬ 
faction  of  any  liens  and  liabilities  of  said  railroad  company  and  property 
subsequent  or  inferior  hereto,  or  in  such  other  manner  as  any  court  of 
competent  jurisdiction  shall  order.  And  it  is  hereby  declared  that  the 
receipt  of  said  party  of  the  second  part,  as  such  trustee,  shall  be  a  suffi¬ 
cient  discharge  to  the  purchaser  of  the  premises  for  the  purchase  money, 
and  that  such  purchaser  shall  not,  after  payment  and  having  such  receipt, 
be  liable  or  in  any  way  bound  to  see  said  purchase  money  applied  to 
this  trust  or  otherwise,  or  in  any  manner  answerable  for  any  loss  or 
misapplication,  or  non-application  thereof,  or  obliged  to  inquire  into  the 
necessity,  expediency  or  authority  of  or  for  any  such  sale. 

Art.  4.  At  any  sale  of  the  property  aforesaid,  or  any  part  thereof, 
whether  made  by  virtue  of  the  power  herein  granted  or  by  judicial 
authority,  the  said  party  of  the  second  part  and  his  successor,  as  such 
trustee,  may  bid  for  and  purchase,  or  cause  the  same  to  be  bid  for  and 
purchased,  the  property  so  sold,  or  any  part  of  it,  in  behalf  of  the  holders 
of  the  bonds  secured  by  this  deed  then  outstanding,  or  in  behalf  of  either 
class  of  said  bonds,  in  proportion  to  the  respective  interests  of  such  bond¬ 
holders  in  their  respective  classes  at  a  reasonable  price  if  only  a  part  of 
said  property  be  sold,  but  if  the  whole  of  said  property  be  sold,  at  a  price 
not  exceeding  the  whole  amount  of  both  classes  of  the  said  bonds  out¬ 
standing,  with  the  interest  accrued  thereon. 

Art.  5.  If  default  shall  be  made  by  the  party  of  the  first  part  in  the 
payment  of  any  half-year’s  interest  on  any  of  the  aforesaid  bonds,  without 
the  consent  of  the  holder  of  such  bonds  at  the  time  and  in  the  manner 
provided  in  the  coupon  issued  therewith,  the  said  coupon  having  been 
presented  and  the  payment  thereof  demanded,  and  such  default  shall  have 
continued  for  six  months,  then  and  thereupon  the  principal  of  all  the 
bonds  hereby  secured  shall,  at  the  election  of  the  party  of  the  second  part 
or  his  successor,  become  immediately  due  and  payable,  anything  in  said 
bond  contained  to  the  contrary  notwithstanding;  but  a  majority  in  interest 
of  the  holders  of  such  bonds,  of  both  classes,  or  of  either  class  affected, 
may,  in  writing  or  by  a  vote  of  a  meeting  to  be  held  for  that  purpose, 
instruct  said  trustee  to  declare  said  principal  due;  or  to  waive  such  dec¬ 
laration,  or  to  extend  the  time  for  such  payment  of  interest,  and  provide 
and  have  an  interest  bond  issued  therefor,  retaining  a  lien  of  the  cou¬ 
pons  or  may  reverse  or  annul  any  declaration  or  election  as  to  the  same, 
made  by  such  trustee  therefore. 

Art.  6.  The  said  Columbus  and  Indianapolis  Railroad  Company  shall, 


CORPORATE  HISTORY. 


379 


from  time  to  time,  and  at  all  times  hereafter,  as  often  as  thereunto  re¬ 
quested  by  said  party  of  the  second  part  or  his  successors  or  assigns,  as 
such  trustee,  execute,  deliver  and  acknowledge  such  further  deeds,  con¬ 
veyances  and  assurances  in  the  law,  for  the  better  securing  of  the  said 
bonds  upon  the  trusts  herein  expressed,  on  the  said  railroad,  equipments, 
property,  franchises  and  appurtenances  hereinbefore  mentioned,  or  in¬ 
tended  so  to  be,  and  all  other  things  whatsoever,  which  may  hereafter  be 
acquired  for  use,  in  connection  with  the  same  or  any  part  thereof. 

Art.  7.  The  said  party  of  the  second  part  shall  have  full  power,  upon 
the  written  request  of  the  party  of  the  first  part,  either  alone  or  in  con¬ 
junction  with  the  party  of  the  first  part,  to  convey  by  deed  in  fee  simple, 
release  or  otherwise,  any  lands  or  buildings  not  longer  useful  to  said 
railroad,  and  not  needed  for  its  maintenance  or  operation,  or  right  of 
way  or  track,  or  buildings  or  shops,  and  which  the  said  company  may 
deem  it  expedient  to  disuse  or  to  exchange  for  other  useful  and  valuable 
lands,  and  such  conveyance  of  any  such  land  or  buildings  by  said  party 
of  the  second  part,  in  manner  aforesaid,  and  on  request  as  aforesaid, 
shall  forever  release  the  same  so  conveyed  from  the  lien  or  effect  of  this 
mortgage,  and  entitle  the  grantee  thereof  to  hold  the  same  free  and 
clear  from  any  charge,  claim  or  lien  created  or  made  by  these  presents, 
and  any  land  or  property  acquired  by  the  said  party  of  the  first  part,  by 
any  such  change  or  in  consideration  of  or  for  any  such  conveyance, 
shall  be  deemed,  taken,  held  and  bound  as  part  and  parcel  of  the  property 
conveyed  by  the  party  of  the  first  part  by  these  presents,  and  subrogated 
herein  in  place  and  stead  of  the  land  and  property  so  released,  and  if 
need  be,  conveyed  to  the  party  of  the  second  part  for  that  purpose. 

Art.  8.  If  the  said  Columbus  and  Indianapolis  Railroad  Company  shall 
well  and  truly  pay  the  sums  of  money  herein  required  to  be  paid  by  them, 
and  all  interest  thereon  at  the  times  and  in  the  manner  herein  specified, 
and  shall  well  and  truly  keep  and  perform  all  the  things  herein  required 
to  be  kept  and  performed  by  said  company,  according  to  the  true  intent 
anil  meaning  of  these  presents,  then  and  in  that  case  these  presents  and 
all  the  estate,  right,  title,  interest,  power  and  authority  of  the  party  of 
the  second  part,  and  his  successors  or  assigns  in  the  trust  hereby  created, 
and  in  and  over  the  railroad,  property,  equipments,  franchises  and  appur¬ 
tenances  herein  specified,  shall  cease,  determine  and  become  wholly  void 
and  of  no  effect. 

Art.  9.  The  said  railroad  company  shall  at  all  times  hereafter  keep  a 
book  at  their  office,  designated  as  the  voting  register  of  creditors  and 
stockholders.  Each  holder  of  any  bond  or  other  creditor,  shall  be  entitled 
to  have  his  name  and  address  and  the  number  and  denomination  of 
bonds  and  claims  held  by  him  entered  on  a  register  at  any  time  by  the 
production  of  such  bonds  or  claims,  or  satisfactory  evidence  of  his 
ownership  thereof.  Every  holder  of  any  bond  hereby  secured  shall  be 
entitled  to  cast  one  vote  for  every  $50  of  the  bond  held  by  him  at  any 
meeting  or  election  of  said  railroad  company,  but  such  vote  shall  be 
cast  only  by  the  legal  owner  of  such  bond  or  claim,  either  absolutely  or 
in  trust  at  the  time  of  such  meeting  or  election,  and  who  shall  have  been 
such  owner  for  more  than  twenty  days  theretofore,  and  upon  satisfactory 


380  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

evidence  thereof  to  the  judges  of  such  meeting  or  election  registry  evi¬ 
dence  thereof  on  the  book  of  said  company,  and  such  owner  shall  have 
the  right  to  cast  such  vote  either  in  person  or  by  proxy.  Provided,  that 
the  boa-rd  of  directors  of  said  company  shall  have  power  to  make  and 
establish  any  and  all  needed  by-laws,  rules  and  regulations  to  govern 
such  voting  and  of  registering  of  bonds,  and  of  conduct  of  meeting  and 
elections  and  the  notices  therefor,  as  to  them  shall  seem  expedient,  not 
in  any  case  depriving  any  actual  owner  of  any  bond  offering  to  vote 
thereon,  of  his  right  ^  so  to  vote  at  any  meeting  or  election,  and  in  all 
cases  regulating  such  voting  and  right  to  vote  strictly  in  accordance  with 
the  provisions  of  the  act  of  the  General  Assembly  of  the  state  of  Ohio, 
passed  April  11,  1861,  before  referred  to. 

Art.  10.  It  is  hereby  declared  and  agreed,  that  it  shall  be  the  duty  of 
the  party  of  the  second  part,  as  such  trustee,  or  of  his  successors  in  said 
trust,  to  exercise  the  power  of  entry  or  the  power  of  sale  hereby  granted 
or  both;  or  to  proceed  by  suit  or  suits  at  law  or  in  equity  to  enforce 
the  rights  of  .the  bondholders  in  the  several  cases  of  default  herein  speci¬ 
fied,  in  the  manner  and  subject  to  the  qualifications  herein  expressed, 
upon  the  requisition  of  the  bondholders,  herein  required,  as  follows: 
First.  If  the  default  be  as  to  interest  or  principal  of  any  of  the  preferred 
first  mortgage  bonds,  and  such  interest  or  principal  of  said  bonds  so 
defaulted  upon  and  remaining  unpaid  be  not  advanced  and  paid  by  any 
parties  in  interest,  in  liens  upon  said  railroad  and  property,  subsequent 
and  inferior  to  such  unpaid  preferred,  first  mortgage  bonds  upon  a  requi¬ 
sition  in  writing,  signed  by  the  holders  of  one  hundred  thousand  dollars, 
of  such  bonds,  and  a  proper  indemnification  by  the  said  holders  to  such 
trustee  against  the  costs  and  charges  to  be  by  him  incurred;  it  shall  be 
the  duty  of  said  trustee  to  enforce  the  rights  of  the  bondholders  under 
these  presents  by  entry  or  sale  or  suit  in  equity,  or  at  law,  as  he  shall  deem 
most  expedient  for  the  interest  of  all  the  holders  of  the  said  unpaid  bonds; 
but  such  trustee  herein  shall  be  subject  to  the  direction  of  a  majority  in 
interest  of  the  holders  of  such  preferred  first  mortgage  bonds  as  to 
waiving  such  default  or  as  to  any  other  action  therein.  Second.  If  the 
default  shall  be  as  to  interest  or  principal  of  any  of  the  first  mortgage 
bonds  of  the  issue  limited  to  seven  hundred  and  forty  thousand  dollars, 
upon  a  requisition  signed  by  the  holders  of  three  hundred  and  seventy 
thousand  dollars  of  said  bonds  so  defaulted  upon,  and  on  proper  indem¬ 
nification  as  aforesaid,  the  duty  of  said  trustee  shall  be  the  same,  and 
subject  to  the  same  restrictions  and  directions  as  specified  in  the  pre¬ 
ceding  subdivision  of  this  article;  and  as  is  declared  for  the  contingen¬ 
cies  therein  mentioned,  and  subject  to  like  authority  on  the  part  of  the 
holders  of  a  majority  in  interest  of  the  said  first  mortgage  bonds.  And 
if  such  default  shall  be  of  interest  or  principal  of  said  first  mortgage 
bonds,  and  there  shall  not  be  at  the  time  any  default  in  respect  to  the 
interest  or  principal  of  the  said  preferred  first  mortgage  bonds,  or  if 
at  any  time  before  any  sale  of  the  premises  hereby  conveyed  because 
of  any  default  as  to  such  preferred  first  mortgage  bonds,  or  as  to  any 
default  in  any  respect  other  than  as  to  matters  specified  in  the  first 
clause  oi  this  article,  upon  payment  by  any  lienholders  of  any  unpaid 


CORPORATE  HISTORY. 


381 


interest  or  principal  due  and  unpaid,  on  such  preferred  first  mortgage 
bonds,  if  any  such  be  due  and  unpaid,  then  and  in  all  such  cases,  the  sale 
of  the  premises  aforesaid  shall  be  made  subject  to  the  prior  lien  of  said 
preferred  first  mortgage  bonds;  and  if  by  default  for  which  such  sale 
was  made  the  principal  of  such  preferred  first  mortgage  bonds  would 
have  become  due,  the  provisions  of  these  presents,  whereby  such  prin¬ 
cipal  of  said  bonds  would  become  due,  shall  be  and  is  hereby  suspended 
until  another  default  shall  occur. 

Art.  11.  The  word  “trustee,”  as  used  herein,  shall  be  construed  to  mean 
in  all  cases  the  party  of  the  second  part  and  his  successor  or  successors  in 
said  trust.  And  it  is  mutually  agreed  that  such  trustee  shall  not  in  any 
manner  be  individually  responsible  for  any  loss,  damage,  or  injury  to  said 
railroad  and  property,  when  the  same  may  be  in  his  possession,  or  under 
his  control,  but  shall  only  be  required  and  held  to  exercise  reasonable 
care  and  discretion  in  the  appointment  of  his  agents  and  employees,  and 
in  performance  of  any  other  act  or  acts,  required  of  him  by  these  presents. 
That  in  the  case  of  the  death,  resignation,  or  disability  to  act  of  said  trus¬ 
tee,  a  majority  of  the  holders  of  the  bonds  of  said  railroad  company  secured 
by  this  trust  may  appoint  a  new  trustee  as  his  successor;  or  before  any 
such  appointment  shall  have  been  made,  the  holders  of  the  bonds  hereby 
secured  to  the  amount  of  $100,000,  or  the  party  of  the  first  part,  may 
apply  to  the  Court  of  Common  Pleas  of  Franklin  county,  Ohio,  for  an 
appointment  of  such  new  trustee;  and  said  court  shall  be  and  is  hereby 
authorized  to  make  such  appointment.  And  upon  any  such  appoint¬ 
ment,  made  in  either  manner,  or  any  subsequent  appointment  of  trustee, 
all  the  power,  authority,  rights,  title,  estate,  interest  and  control  by  these 
presents,  vested  in  the  party  of  the  second  part  as  such  trustee,  shall  be 
and  the  same  are  hereby  vested  in  such  new  appointee  to  all  intents  and 
purposes,  and  with  all  rights  and  interests  necessary  for  such  new  trustee, 
and  to  enable  him  to  execute  the  trust,  and  without  any  further  assur¬ 
ance  or ' conveyance  whatever;  and  no  vacancy  in  said  trusteeship  shall 
in  any  manner  prejudice  or  injure,  or  destroy,  or  decrease  the  estate, 
property  and  appurtenances  hereby  conveyed  in  trust  for  the  purpose  of 
securing  the  bonds  aforesaid,  or  any  of  them;  or  in  any  way  affect,  or 
injure,  or  terminate  said  trust,  or  release  the  premises  hereby  conveyed, 
from  the  liens,  liabilities  and  payments  herein  made  and  provided  for,  in 
any  respect  whatever. 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused  its  cor¬ 
porate  seal  to  be  hereto  affixed,  and  the  same  for  the  full  and  complete  ex¬ 
ecution  hereof,  by  said  Columbus  and  Indianapolis  Railroad  Company  and 
in  its  behalf  to  be  signed  by  the  president  of  said  company,  and  attested 
by  the  signature  of  their  secretary,  the  day  and  year  aforesaid. 

The  Columbus  and  Indianapolis  Railroad  Company, 

By  BENJ.  E.  SMITH,  President. 


THOMAS  MOODIE,  Secretary. 
Witness : 

WM.  FERSON, 

WM.  T.  BRUSH. 


I 


Seal  of  the 

Columbus  and  Indianapolis 
Railroad  Company, 
Ohio. 


382  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


The  bonds  secured  by  this  mortgage  being  stamped  as  by  special 
direction  of  the  commissioner  of  internal  revenue  made  in  this  case,  no 
stamp  is  required  on  the  mortgage. 

Duly  acknowledged  before  Thos.  M.  Dye,  notary  public,  Franklin 
county,  Ohio,  December  9,  1863. 

Recorded,  Champaign  county,  Ohio,  December  17,  1863,  Mortgage 
Record  F,  page  421;  Franklin  county,  Book  20,  page  40. 


SECOND  MORTGAGE. 

Columbus  and  Indianapolis  Railroad  Company  to  Joseph  T. 

Thomas,  Trustee. 

Dated  December  10,  1863. 

Securing  $400,000  bonds,  dated  December  1,  1863,  payable  January  1, 

1884,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  tenth  day  of  December,  in  the  year  of  our 
Lord,  one  thousand  eight  hundred  and  sixty-three,  between  the  Colum¬ 
bus  and  Indianapolis  Railroad  Company,  a  corporation  of  the  state  of 
Ohio,  the  party  of  the  first  part,  and  Joseph  T.  Thomas,  of  Philadelphia, 
in  the  state  of  Pennsylvania,  trustee  for  certain  creditors,  holders  and 
owners  of  the  bonds  of  said  railroad  company,  party  of  the  second  part. 

Whereas,  The  Columbus,  Piqua  and  Indiana  Railroad  Company,  of  the 
state  of  Ohio,  was  by  special  charter  duly  granted  by  the  General  As¬ 
sembly  of  the  state  of  Ohio,  duly,  legally  and  fully  made  and  created  to 
be  a  corporation,  and  was,  in  pursuance  of  said  charter  and  the  amend¬ 
ments  thereto,  duly  organized  as  such  corporation;  and  therefore  became 
and  was  the  owner  and  possessor  of  the  railroad,  property,  franchises 
and  appurtenances  hereinafter  specifically  set  forth. 

And  whereas,  in  and  by  the  construction  and  equipment  of  said  road, 
and  the  purchase  of  the  right  of  way,  and  of  the  matters  appurtenant 
thereto,  the  said  company  became  largely  indebted;  and  as  evidence  of 
such  indebtedness,  issued  and  delivered  to  divers  persons,  for  valuable 
considerations,  a  large  amount  of  bonds,  and  for  the  purpose  of  securing 
the  repayment  of  the  same,  with  the  interest  thereon,  made,  executed, 
recorded  and  delivered  several  mortgages  upon  said  road,  property  and 
appurtenances; 

And  whereas,  The  said  railroad  company,  afterward  being  unable  to 
pay  such  bonds,  and  being  in  default  therein,  suit  at  law  for  the  recovery 
of  said  unpaid  money,  and  to  foreclose  the  said  mortgages,  was  duly 
instituted  in  the  Court  of  Common  Pleas,  of  Franklin  county,  Ohio,  by 
George  S.  Coe,  the  trustee  named  and  appointed  in  said  mortgages, 
against  the  said  railroad  company  and  others,  and  so  presented  that  by 
the  decree  of  said  court,  rendered  in  said  suit,  the  said  railroad  company 
was  ordered  and  adjudged  to  pay  a  large  sum  of  money,  and  in  default  of 
said  payment,  that  the  said  railroad,  property  and  franchises  should  be 
sold  to  pay  the  same.  And  whereas,  during  the  pendency  of  the  said 
suit,  on  the  nth  day  of  April,  1861,  an  act  was  passed  by  the  General 
Assembly  of  the  state  of  Ohio,  entitled  “  An  act  to  regulate  the  sale  of 


CORPORATE  HISTORY. 


383 


railroads  and  the  reorganization  of  the  same,”  under  and  by  virtue  of 
which  act,  and  in  pursuance  thereof,  the  creditors  and  stockholders  of 
the  said  railroad  company  did  enter  into  a  plan  and  agreement  for  the 
reorganization  of  said  railroad  company,  and  the  liquidation  of  the  debts 
thereof,  and  for  the  issuing  of  new  bonds,  and  the  making  of  new  mort¬ 
gages  on  said  property,  and  the  payment  of  the  bonds  and  stock  thereof, 
with  new  bonds  and  stock,  as  by  reference  to  said  agreement  on  file 
among  the  records  of  said  court  will  more  fully  appear;  and  did  there¬ 
after,  as  provided  by  said  act,  file  said  agreement  in  said  court,  in  the 
suit  and  proceeding  against  said  company  aforesaid,  and  thereupon  the 
said  court,  in  pursuance  of  said  act,  did  order  the  said  railroad,  property 
and  franchises  to  be  sold,  and  appointed  a  special  master  commissioner 
to  make  such  sale.  And  afterward  the  said  master  commissioner  did 
sell  the  same  to  the  trustees  of  the  parties  to  said  agreement,  and  after¬ 
ward,  in  due  form  of  law,  a  meeting  of  the  said  parties  was  duly  held, 
and  the  said  Columbus,  Piqua  and  Indiana  Railroad  Company  was  duly 
reorganized  in  pursuance  of  the  act  of  the  General  Assembly  of  the  state 
of  Ohio,  aforesaid,  under  and  with  the  name  of  the  Columbus  and  In¬ 
dianapolis  Railroad  Company,  the  parties  of  the  first  part  to  these  pres¬ 
ents:  And  after  such  reorganization  the  full,  entire  and  perfect  title  to 
said  railroad,  property,  franchises  and  appurtenances  was  in  due  form 
of  law  conveyed  and  assured  to  the  parties  of  the  first  part;  all  of  which 
will  more  fully  and  at  large  appear  by  reference  to  the  proceedings  of  the 
Court  of  Common  Pleas  of  Franklin  county,  Ohio,  in  the  suit  and  pro¬ 
ceeding  aforesaid;  and  by  all  of  which  it  is,  that  the  party  of  the  first 
part,  is  a  corporation  duly  formed  and  organized  and  constituted  by 
law,  and  is  duly  and  legally  vested  with  the  title  to  and  ownership  in  the 
railroad,  property  and  franchises  formerly  known  as  the  Columbus, 
Piqua  and  Indiana  Railroad  Company,  by  purchase  thereof,  made  at  the 
judicial  sale  thereof,  by  the  Court  of  Common  Pleas  of  Franklin  county, 
Ohio,  aforesaid,  after  due  and  legal  proceeding  had  in  said  court,  and 
full  payment  of  the  purchase  money  thereof  and  confirmation  of  the  sale 
and  purchase  aforesaid  by  said  court.  And  whereas,  for  the  purpose  of 
carrying  out  the  said  reorganization,  as  provided  for  by  the  agreement 
of  the  parties  to  said  plan  of  reorganization  as  aforesaid,  and  for  the 
purpose  of  paying  off  and  satisfying  certain  liens  and  claims  existing 
against  said  railroad  and  property,  created  by  the  court  to  complete  the 
western  division'  of  said  road  and  equip  the  same,  and  which  liens  and 
claims,  it  was  provided  by  said  decree  of  said  court  and  said  agreement 
of  reorganization,  that  said  property,  or  the  proceeds  of  the  sale  thereof, 
should  be  held  liable  and  bound  to  pay:  and  also,  for  the  purpose  of 
paying  certain  bonds  formerly  given  by  the  said  Columbus,  Piqua  and 
Indiana  Railroad  Company,  and  secured  by  mortgage  on  said  property, 
which  by  said  agreement  of  reorganization,  and  by  the  consent  of  the 
parties  therein  interested,  it  was  also  provided  should  be  thus  paid;  and 
also,  for  the  purpose  of  paying  the  expenses  of  the  trust  created  by  said 
agreement  of  reorganization  and  the  costs  and  charges  of  the  proceedings 
at  law,  and  other  expenses  necessarily  incurred  and  to  be  incurred  to 
complete  by  reorganization  said  railroad  company  and  make  it  valuable 


384  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

to  the  parties  interested  in  it  under  said  reorganization;  the  said  party 
of  the  first  part  have  resolved  to  make,  and  under  and  by  virtue  of  said 
agreement  of  reorganization,  and  proceeding  thereunder,  and  under  and 
by  virtue  of  the  act  of  the  General  Assembly  of  the  state  of  Ohio,  passed 
April  11,  1861,  aforesaid,  are  authorized  and  required  to  make,  issue,  use, 
dispose  of  and  deliver  bonds,  of  several  classes,  namely,  preferred  first 
mortgage  bonds  and  first  mortgage  bonds,  in  the  aggregate  not  exceed¬ 
ing  one  million  of  dollars,  and  which  have  a  priority  of  lien  upon  said 
property,  road  and  franchises  of  every  kind,  now  acquired  or  to  be  here¬ 
after  acquired,  both  real  and  personal;  and  also  second  mortgage  bonds, 
not  exceeding,  in  the  aggregate,  the  sum  of  four  hundred  thousand  dollars, 
to  be  all  dated  on  the  first  day  of  December,  1863.  and  payable  at  the 
expiration  of  twenty  years  thereafter,  in  the  city  of  New  \  ork,  to  bear 
interest  at  the  rate  of  seven  j)er  centum  per  annum,  payable  semi-annu¬ 
ally  in  the  city  of  New  York;  and  which  said  second  mortgage  bonds 
are  in  the  form  following: 

No.  - .  United  States  of  America.  $ - . 

State  of  Ohio. 

The  Columbus  and  Indianapolis  Railroad  Company. 

Second  Mortgage  Bond. 

Know  all  men  by  these  presents,  That  the  Columbus  and  Indianapolis 
Railroad  Company  is  indebted  to  William  D.  Thompson,  of  the  city  of 
New  York,  or  bearer,  in  the  sum  of  dollars,  lawful  money  of  the 

United  States,  which  the  said  company  promises  to  pay  to  him,  or  the 
bearer  hereof,  on  the  first  day  of  January,  in  the  year  one  thousand 
eight  hundred  and  eighty-four,  in  the  city  of  New  York,  with  interest 
thereon  at  the  rate  of  seven  per  centum  per  annum,  payable  semi-annu¬ 
ally,  in  the  city  of  New  York,  on  the  first  days  of  July  and  January  of 
each  year,  on  the  presentation  and  surrender  of  the  coupon  hereto  an¬ 
nexed,  as  they  severally  become  due;  and  in  case  of  the  non-payment  of 
any  half-yearly  installment  of  interest  which  shall  have  become  payable 
and  shall  have  been  demanded,  if  such  default  shall  continue  for  six 
months  after  the  maturity  of  the  said  installment,  the  principal  of  this 
bond  shall  become  in  the  manner  and  with  the  effect  specified  in  the 
deed  of  trust  securing  such  payment.  This  bond  is  one  of  an  issue  of 
not  exceeding  $400,000,  and  has  a  lien  on  all  the  railroad  property,  equip¬ 
ments  and  franchises  of  the  said  company,  as  mentioned  in  the  deed  of 
trust  securing  its  payment,  subject  to  prior  liens  not  exceeding  $1,000,000. 
The  owner  of  this  bond,  who  shall  have  been  such  for  twenty  days  be¬ 
fore  any  meeting  or  election  of  said  railroad  company  to  be  held  or 
made  by  its  creditors  and  stockholders,  will  be  entitled  to  cast  one  vote 
for  every  $50  of  the  amount  thereof,  at  any  such  meeting  or  election, 
either  in  person  or  by  proxy;  such  meeting  or  election  and  notice  thereof, 
and  voting  thereat,  being  controlled  and  managed  and  made  as  the  board 
of  directors  of  said  company  shall  by  rules  provide  and  according  to  law. 
This  bond  shall  be  transferable  by  delivery,  or  it  may  be  registered  as  to  its 
ownership  on  a  register  to  be  kept  by  the  company;  and  being  so  reg¬ 
istered,  it  shall  then  be  transferable  only  on  the  books  of  the  company 


CORPORATE  HISTORY. 


385 


until  released  from  such  register  on  said  books  by  its  owner.  This  bond 
shall  not  become  obligatory  until  it  shall  have  been  authenticated  by  a 
certificate  annexed  to  it  duly  signed  by  the  trustee. 

In  witness  whereof,  the  said  railroad  company  have  caused  their  cor¬ 
porate  seal  to  be  hereto  affixed  and  the  same  to  be  attested  by  the  sig¬ 
nature  of  their  president  and  secretary,  and  have  also  caused  the  coupons 
hereto  annexed  to  be  signed  by  their  secretary,  this  first  day  of  De¬ 
cember,  in  the  year  of  our  Lord  eighteen  hundred  and  sixty-three. 

j  U.  S.  Revenue  Stamp,  I  B.  E.  SMITH,  President. 

}  50  cents.  j 

[seal]  THOMAS  MOODIE,  Secretary. 

Now,  therefore,  this  indenture  witnesseth,  That  the  parties  of  the  first 
part,  for  and  in  consideration  of  the  premises,  and  the  sum  of  one  dollar 
to  them,  in  hand  paid  by  the  party  of  the  second  part,  the  receipt  whereof 
is  hereby  acknowledged,  and  in  order  to  secure  the  payment  of  the  prin¬ 
cipal  and  interest  of  the  second  mortgage  bonds  aforesaid,  issued  or  to 
be  issued  as  herein  recited  and  provided,  and  every  part  of  the  said 
principal  and  interest  as  the  same  shall  become  payable  according  to  the 
tenor  of  said  bonds  and  of  the  coupons  thereto  annexed;  have  granted, 
bargained,  and  do  by  these  presents  grant,  bargain,  sell,  convey  and 
transfer  to  the  party  of  the  second  part,  and  to  his  successor  in  said 
trust  and  assigns,  all  the  right,  title  and  interest  of  the  party  of  the  first 
part;  acquired  in  any  and  all  manners  whatever,  and  especially  acquired 
by  the  agreement  of  reorganization  and  by  the  reorganization  thereunder 
and  under  the  act  of  the  General  Assembly  of  the  state  of  Ohio,  passed 
April  11,  1861,  aforesaid,  and  by  the  purchase  thereof  under  the  decree 
of  the  Court  of  Common  Pleas  of  Franklin  county,  Ohio,  aforesaid,  and 
by  any  conveyance  thereof  made  by  the  master  commissioner  of  said 
court,  of,  in  and  to  all  and  singular  the  railroad  extending  from  Colum¬ 
bus,  Ohio,  to  Union  City,  Indiana,  a  distance  of  two  hundred  and  two 
and  one-half  miles,  and  heretofore  known  as  the  Columbus,  Piqua  and 
Indiana  Railroad,  including  all  the  railway,  rights  of  way,  sidings,  depot 
grounds  and  other  lands,  and  all  depots,  station  houses,  engine  houses, 
car  houses,  freight  houses,  wood  houses  and  other  buildings,  and  all 
machine  shops  and  other  shops,  held  and  acquired  for  use  in  connection 
with  said  railroad  or  the  business  thereof;  and  also  all  locomotives,  en¬ 
gines,  tenders,  cars,  and  other  rolling  stock  and  equipments;  and  all 
machinery,  tools,  implements,  fuel  and  material  for  the  constructing,  re¬ 
pairing,  operating  or  replacing  said  road,  or  its  rolling  stock  or  any 
part  thereof  or  of  any  of  the  same,  or  its  appurtenances;  and  also  all 
franchises  connected  with  said  railroad  or  relating  thereto,  or  to  the  con¬ 
struction,  use  or  maintenance  and  operation  thereof,  including  the  fran¬ 
chise  to  be  a  corporation,  and  all  the  property,  franchises,  rights  and 
things  of  whatever  name  or  nature,  owned,  held  and  possessed  by  the 
party  of  the  first  part;  together  with  all  and  singular  the  tenements  and 
appurtenances  thereunto  belonging,  or  in  any  wise  appertaining,  and  the 
reversions,  remainders,  rents,  issues,  tolls,  incomes  and  profits  thereof; 
and  also  all  the  estate,  right,  title,  interest,  property,  possession,  claim 
and  demand  whatsoever,  in  law  or  equity,  of  the  parties  of  the  first  part 

25 


386  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

of,  in,  to  or  out  of  the  same,  and  any  and  every  part  thereof,  with  the 
appurtenances,  but  subject  to  the  prior  mortgage  and  liens  thereon  as 
aforesaid.  To  have  and  to  hold  the  above  described  premises,  railroad, 
property  and  franchises,  with  the  appurtenances  to  him,  the  said  party  of 
the  second  part,  and  to  his  successor  in  said  trust  or  assigns  to  the  only 
proper  use,  benefit  and  behoof  of  the  said  party  of  the  second  part,  and 
his  successors  and  assigns;  in  trust,  nevertheless,  for  the  purposes  herein 
expressed  namely: 

Article  1.  Until  default  shall  have  been  made  by  the  party  of  the  first 
part  in  the  payment  of  principal  or  interest  of  the  said  bonds,  or  some  of 
them,  or  until  default  shall  have  been  made,  in  respect  to  something 
herein  required  to  be  done  by  the  party  of  the  first  part,  the  said  party 
of  the  first  part  shall  be  suffered  and  permitted  to  possess,  manage, 
operate  and  enjoy  the  said  railroad,  property,  franchises,  equipments  and 
appurtenances  and  to  renew,  replace  and  repair,  or  exchange  the  same, 
or  any  of  them,  and  to  take  and  use  the  rents,  issues,  tolls,  incomes  and 
profits  thereof  and  to  dispose  of  the  same,  in  any  manner  not  inconsistent 
with  this  instrument. 

Art.  2.  In  case  default  shall  be  made  in  the  payment  of  any  interest 
on  any  of  the  aforesaid  bonds,  issued  or  to  be  issued,  according  to  the 
tenor  of  the  coupons  thereto  annexed,  or  of  the  provisions  hereof;  or  in 
case  default  shall  be  made  in  the  payment  of  the  principal  of  such  bonds, 
or  any  of  them,  when  the  same  shall  become  due,  if  such  default  shall 
continue  for  the  period  of  six  months,  it  shall  be  lawful  for  the  party  of 
the  second  part,  or  his  successors,  as  such  trustee,  personally,  or  by  his 
agent  or  attorney,  to  enter  into  and  upon  all  and  singular  the  premises 
hereby  conveyed,  or  intended  so  to  be,  and  each  and  every  part  thereof; 
and  to  have,  hold  and  use  the  same,  operating  by  his  or  their  superin¬ 
tendents,  managers,  receivers,  servants  or  agents,  the  said  railroad  and 
property,  and  conducting  the  business  thereof,  and  exercising  the  fran¬ 
chises  pertaining  thereto,  and  making  from  time  to  time  all  repairs  and 
replacements,  and  such  useful  alterations  and  additions  and  improve¬ 
ments  thereto,  as  may  seem  to  him  or  them  to  be  judicious,  and  to  col¬ 
lect  and  receive  all  tolls,  freights,  incomes,  rents,  issues  and  profits  of 
the  same,  and  every  part  thereof,  and  after  deducting  the  expenses  of 
operating  the  said  railroad  and  conducting  its  business  and  of  the  said 
repairs,  replacements,  alterations,  additions  and  improvements;  and  all 
payments  which  may  be  made  for  taxes,  assessments,  charges  or  liens, 
prior  to  the  lien  of  these  presents,  upon  the  said  premises,  or  any  part 
thereof,  as  well  as  a  proper  compensation  for  his  own  services,  to  apply 
the  money  so  arising  as  aforesaid  to  the  payment  of  interest,  in  the  order 
in  which  such  interest  shall  have  become,  or  shall  become  due,  ratably, 
to  the  persons  holding  the  coupons  for  such  interest;  and  after  paying  all 
interest  which  shall  have  become  due,  to  apply  the  same  to  the  satisfac¬ 
tion  of  the  principal  of  the  aforesaid  bonds,  which  may  be  at  that  time 
unpaid,  ratably  and  without  discrimination  or  preference,  in  and  to  such 
bonds  as  the  same  may  be  applicable. 

Art.  3.  In  case  default  shall  be  made  as  aforesaid,  and  shall  continue 
as  aforesaid,  it  shall  be  lawful  for  the  party  of  the  second  part  or  his  sue- 


CORPORATE  HISTORY. 


387 


cessor,  as  such  trustee,  after  entry  as  aforesaid,  or  other  entry,  personally 
or  by  his  agent  or  attorney,  to  sell  and  dispose  of  all  and  singular  the 
premises  hereby  conveyed,  or  intended  so  to  be,  at  public  auction  in  the 
city  of  Columbus,  Ohio,  at  such  time  as  he  may  appoint,  having  first 
given  notice  of  the  time  and  place  of  sale,  by  advertisement,  published 
once  a  week,  for  six  weeks,  in  one  newspaper  of  good  circulation,  pub¬ 
lished  in  the  city  of  New  York,  one  other  published  in  the  city  of  Phila¬ 
delphia,  and  one  other  published  in  Columbus,  Ohio,  and  to  adjourn  said 
sale  from  time  to  time,  in  his  discretion,  and  if  so  adjourning  it,  to  make 
such  sale,  without  further  notice  at  the  time  and  place  to  which  the  same 
may  be  so  adjourned;  and  upon  such  sale  to  make  and  deliver  to  the 
purchasers  thereof  good  and  sufficient  deed  or  deeds  in  law  for  the  same 
in  fee  simple,  which  sale,  made  as  aforesaid,  shall  be  a  perpetual  bar 
both  in  law  and  equity  against  the  parties  of  the  first  part,  and  all  other 
persons  lawfully  claiming  or  to  claim  the  said  premises,  or  any  part 
thereof,  by,  from,  through  or  under  them,  or  any  of  them;  and  after  de¬ 
ducting  from  the  proceeds  of  such  sale,  just  allowances  for  all  expenses 
of  the  same,  and  all  advances  or  liabilities  which  may  have  been  made  or 
incurred  by  said  trustee  in  operating  or  maintaining  the  said  railroad 
and  property,  or  in  managing  its  business  while  in  possession  and  arrang¬ 
ing  for  and  completing  the  sale  thereof,  and  all  payments  for  taxes,  assess¬ 
ments,  charges  or  liens  prior  to  the  lien  of  these  presents,  on  the  said 
premises,  or  any  part  thereof,  as  well  as  compensation  for  his  own 
services,  to  apply  the  proceeds  of  such  sale  to  the  payment  of  the  prin¬ 
cipal  and  interest  of  such  of  said  bonds  as  may  at  the  time  be  unpaid, 
whether  or  not  the  same  shall  have  previously  become  due,  first  paying 
in  full  the  principal  and  interest  unpaid  on  the  said  issue  of  preferred 
first  mortgage  bonds,  and  thereafter  paying  and  satisfying  the  said  issue 
of  first  mortgage  bonds;  if  they  or  any  of  them  be  due  and  unpaid,  and 
then  to  apply  and  pay  the  same  on  the  bonds  herein  specified  as  second 
mortgage  bonds,  ratably  and  in  proportion  to  the  whole  of  the  same; 
and  if  after  paying  and  satisfying  all  said  classes  of  bonds,  any  surplus 
shall  remain,  to  hold  the  same  for  the  benefit  of  the  party  of  the  first 
part,  to  be  paid  and  applied  according  to  law  to  the  payment  and  satis¬ 
faction  of  any  liens  or  liabilities  of  said  railroad  company  and  property 
subsequent  or  inferior  hereto,  or  in  such  other  manner  as  any  court  of 
competent  jurisdiction  shall  order.  And  it  is  hereby  declared  that  the 
receipt  of  said  party  of  the  second  part,  as  such  trustee,  shall  be  a  suffi¬ 
cient  discharge  to  the  purchaser  of  the  premises  for  the  purchase  money, 
and  that  such  purchaser  shall  not,  after  payment  and  having  such  receipts 
be  liable  or  in  any  way  bound  to  see  said  purchase  money  applied  to  this 
trust  or  otherwise  in  any  manner  for  any  loss  or  misapplication  or  non¬ 
application  thereof,  or  obliged  to  inquire  into  the  necessity,  expediency 
or  authority  of  or  for  any  such  sale. 

Art.  4.  At  any  sale  of  the  property  aforesaid  or  any  part  thereof, 
whether  made  by  virtue  of  the  power  herein  granted,  or  by  judicial 
authority,  the  said  party  of  the  second  part  and  his  successor,  as  such 
trustee,  may  bid  for  and  purchase,  or  cause  the  same  to  be  bid  for  and 
purchased,  the  property  so  sold,  or  any  part  of  it.  in  behalf  of  the  holders 


388  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


of  the  bonds  secured  by  this  deed,  then  outstanding,  or  in  behalf  of  either 
class  of  said  bonds,  in  proportion  to  the  respective  interests  of  such 
bondholders  in  their  respective  classes,  at  a  reasonable  price,  if  only  a 
part  of  said  property  be  sold,  but  if  the  whole  of  said  property  be  sold, 
at  a  price  not  exceeding  the  whole  amount  of  both  classes  of  the  said 
bonds  outstanding  with  the  interest  accrued  thereon. 

Art.  5.  If  default  shall  be  made  by  the  party  of  the  first  part  in  the 
payment  of  any  half-year's  interest  or  any  of  the  aforesaid  bonds,  with¬ 
out  the  consent  of  the  holder  of  such  bonds  at  the  time  and  in  the  man¬ 
ner  provided  in  the  coupons  issued  therewith,  the  said  coupon  having 
been  presented  and  the  payment  thereof  demanded,  and  such  default  shall 
have  continued  for  six  months,  then  and  thereupon  the  principal  of  all 
the  bonds  hereby  secured  shall,  at  the  election  of  the  party  of  the  second 
part  or  his  successor,  become  immediately  due  and  payable,  anything  in 
said  bond  contained  to  the  contrary  notwithstanding;  but  a  majority  in 
interest  of  the  holders  of  such  bonds  of  both  classes,  or  of  either  class 
effected,  may,  in  writing  or  by  a  vote  of  a  meeting  to  be  held  for  that 
purpose,  instruct  said  trustee  to  declare  said  principal  due;  or  to  waive 
such  declaration,  or  to  extend  the  time  for  such  payment  of  interest,  and 
provide  and  have  an  interest  bond  issued  therefor,  retaining  this  lien  of  the 
coupons,  or  may  reverse  or  annul  any  declaration  or  election  as  to  the 
same  made  by  such  trustee  therefor. 

Art.  6.  The  said  Columbus  and  Indianapolis  Railroad  Company  shall, 
from  time  to  time  and  at  all  times  hereafter,  or  as  often  as  thereunto  re¬ 
quested  by  said  party  of  the  second  part  or  his  successor  or  assigns,  as 
such  trustee,  execute,  deliver  and  acknowledge  all  such  further  deeds, 
conveyances  and  assurances  in  the  law  for  the  better  securing  of  the  said 
bonds  upon  the  trust  herein  expressed  on  the  said  railroad,  equipments, 
property  and  franchises,  and  appurtenances  hereinbefore  mentioned,  or 
intended  so  to  be,  and  all  other  things  whatsoever  which  may  hereafter 
be  acquired  for  use  in  connection  with  the  same  or  any  part  thereof. 

Art.  7.  The  said  party  of  the  second  part  shall  have  full  power  upon 
the  written  request  of  the  party  of  the  first  part,  either  alone  or  in  con¬ 
junction,  with  the  party  of  the  first  part,  to  convey,  by  deed  in  fee  simple, 
release  or  otherwise,  any  lands  or  buildings  not  longer  useful  to  said  rail¬ 
road,  and  not  needed  for  its  maintenance  or  operation,  or  right  of  way 
or  tracks  or  buildings,  or  shops,  and  which  the  said  company  may  deem 
it  expedient  to  disuse  or  to  exchange  for  other  useful  or  valuable  lands, 
and  such  conveyance  of  any  such  land  or  buildings  by  said  party  of  the 
second  part  in  manner  aforesaid,  and  on  request  as  aforesaid  shall  forever 
release  the  same  so  conveyed  from  the  lien  or  effect  of  this  mortgage,  and 
entitle  the  grantee  thereof  to  hold  the  same  free  and  clear  from  any 
charge,  claim  or  lien  created  or  made  by  these  presents.  And  any  land  or 
property  acquired  by  the  said  party  of  the  first  part  by  any  such  change, 
or  in  consideration  of  or  for  any  such  conveyance,  shall  be  deemed,  taken, 
held  and  bound  as  part  and  parcel  of  the  property  conveyed  by  the  party 
of  the  first  part  by  these  presents  and  subrogated  herein  in  place  and 
stead  of  the  land  and  property  so  released,  and  if  need  be,  conveyed  to 
the  party  of  the  second  part  for  that  purpose. 


CORPORATE  HISTORY. 


3^9 

Art.  8.  If  the  said  Columbus  and  Indianapolis  Railroad  Company 
shall  well  and  truly  pay  the  sum  of  money  herein  required  to  be  paid  by 
them,  and  all  interest  thereon,  at  the  times  and  in  the  manner  herein 
specified,  and  shall  well  and  truly  keep  and  perform  all  the  things  herein 
required  to  be  kept  and  performed  by  said  company,  according  to  the 
true  intent  and  meaning  of  these  presents,  then  and  in  that  case  these 
presents  and  all  the  estate,  right,  title,  interest,  power  and  authority  of 
the  party  of  the  second  part,  and  his  successor  or  assigns  in  the  trust 
hereby  created,  and  in  and  over  the  railroad,  property,  equipments,  fran¬ 
chises  and  appurtenances  herein  specified,  shall  cease,  determine  and  be¬ 
come  wholly  void  and  of  no  effect. 

Art.  9.  The  said  railroad  company  shall  at  all  times  hereafter  keep  a 
book  at  their  office,  designated  as  the  voting  register  of  creditors  and 
stockholders.  Each  holder  of  any  bond,  or  other  creditor,  shall  be  en¬ 
titled  to  have  his  name  and  address  and  the  number  and  denomination 
of  bonds  and  claims  held  by  him  entered  on  a  register  at  any  time  by  the 
production  of  such  bonds  or  claims  or  satisfactory  evidence  of  his  owner¬ 
ship  thereof.  Every  holder  of  any  bond  hereby  secured  shall  be  entitled 
to  cast  one  vote  for  every  $50  of  the  bond  held  by  him  at  any  meeting 
or  election  of  said  railroad  company,  but  such  vote  shall  be  cast  only  by 
the  legal  owner  of  such  bond  or  claim  either  absolutely  or  in  trust,  at 
the  time  of  such  meeting  or  election,  and  who  shall  have  been  such  owner 
for  more  than  twenty  days  therefor,  and  upon  satisfactory  evidence  there¬ 
of  to  the  judges  of  such  meeting  or  election  or  registry  evidence  thereof, 
on  the  book  of  said  company,  and  such  owner  shall  have  the  right  to 
cast  such  vote  either  in  person  or  by  proxy.  Provided,  that  the  board  of 
directors  of  said  company  shall  have  power  to  make  and  establish  any 
and  all  needed  by-laws,  rules  and  regulations  to  govern  such  voting  and 
of  registering  of  bonds,  and  of  the  conduct  of  meetings  and  elections 
and  the  notices  therefor  as  to  them  shall  seem  expedient,  not  in  any 
case  depriving  any  actual  owner  of  any  bond  offering  to  vote  thereon  of 
his  right  so  to  vote  at  any  meeting  or  election,  and  in  all  cases  regulating 
such  voting  and  right  to  vote  strictly  in  accordance  with  the  provisions 
of  the  act  of  the  General  Assembly  of  the  state  of  Ohio,  passed  April 
11,  1861,  before  referred  to. 

Art.  10.  It  is  hereby  declared  and  agreed  that  it  shall  be  the  duty  of 
the  party  of  the  second  part  as  such  trustee,  or  of  his  successor  in  said 
trust,  to  exercise  the  power  of  entry  or  the  power  of  sale  hereby  granted, 
or  both;  or  to  proceed  by  suit  or  suits  at  law,  or  in  equity,  to  enforce 
the  rights  of  the  bondholders  in  the  several  cases  of  default  herein  speci¬ 
fied  in  the  manner  and  subject  to  the  qualifications  herein  expressed 
upon  the  requisition  of  the  bondholders  herein  required,  as  follows: 
First.  If  the  default  be  as  to  interest  or  principal  of  any  of  the  said 
sum  of  $400,000  of  second  mortgage  bonds,  and  such  interest  or  principal 
of  said  bonds  so  defaulted  upon  and  remaining  unpaid  be  not  advanced 
and  paid  by  any  parties  in  interest,  in  liens  of  said  railroad  and  property 
subsequent  and  inferior  to  such  unpaid  secured  mortgage  bonds,  upon  a 
requisition  in  writing  signed  by  the  holders  of  two  hundred  thousand 
dollars  of  said  bonds,  and  a  proper  indemnification  by  the  said  holders 


390  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

to  such  trustee  against  the  costs  and  charges  to  be  by  him  incurred;  it 
shall  be  the  duty  of  said  trustee  to  enforce  the  rights  of  the  bondholders, 
under  these  presents,  by  entry  or  sale,  or  suit  in  equity  or  at  law,  as  he 
shall  deem  most  expedient  for  the  interest  of  all  the  stockholders  of  the 
said  unpaid  bonds;  but  such  trustee  herein  shall  be  subject  to  the  direc¬ 
tion  of  a  majority  in  interest  of  the  holders  of  such  second  mortgage 
bonds,  as  to  waiving  such  default  or  as  to  any  other  action  therein. 
Second.  If  such  default  shall  be  of  interest  or  principal  of  said  second 
mortgage  bonds,  and  there  shall  not  be  at  the  time  any  default  in  respect 
to  the  interest  or  principal  of  the  said  first  mortgage  bonds;  or  if  at  any 
time  before  any  sale  of  the  premises  hereby  conveyed  because  of  any 
default  as  to  such  first  mortgage  bonds;  or  as  to  any  default  in  any 
respect  other  than  as  to  matters  specified  in  the  first  clause  of  this 
article,  upon  payment  by  any  lienholders  of  any  unpaid  interest  due  on 
such  first  mortgage  bonds;  if  any  such  be  due  and  unpaid,  then,  and  in 
all  such  cases,  the  sale  of  the  premises  aforesaid  shall  be  made  subject 
to  the  prior  lien  of  said  first  mortgage  bonds;  if  any  of  such,  of  either 
class  then  remain  unpaid. 

Art.  n.  The  word  ‘‘trustee,”  as  used  herein,  shall  be  construed  to 
mean  in  all  cases,  the  party  of  the  second  part  and  his  successor  or  suc¬ 
cessors  in  said  trust.  And  it  is  mutually  agreed  that  such  trustee  shall 
not  in  any  manner  be  individually  responsible  for  any  loss,  damage  or 
injury  to  said  railroad  and  property  when  the  same  may  be  in  his  pos¬ 
session  or  under  his  control,  but  shall  only  be  required  and  held  to  exer¬ 
cise  reasonable  care  and  discretion  in  the  appointment  of  his  agents  and 
employees,  and  in  the  performance  of  any  other  act  or  acts  required  of 
him  by  these  presents.  That  in  case  of  the  death,  resignation  or  dis¬ 
ability  to  act  of  said  trustee,  a  majority  of  the  holders  of  the  bonds  of 
said  railroad  company,  secured  by  this  trust,  may  appoint  a  new  trustee 
as  his  successor,  or  before  any  such  appointment  shall  have  been  made, 
the  holders  of  the  bonds  hereby  secured  to  the  amount  of  $100,000,  or  the 
party  of  the  first  part,  may  apply  to  the  Court  of  Common  Pleas  of 
Franklin  county,  Ohio,  for  an  appointment  of  such  new  trustee,  and  said 
court  shall  be  and  is  hereby  authorized  to  make  such  appointment.  And 
upon  any  such  appointment  made  in  either  manner  or  any  subsequent 
appointment  of  trustee,  all  the  power,  authority,  rights,  title,  estate,  in¬ 
terest  and  control  by  these  presents,  vested  in  the  party  of  the  second  part 
as  such  trustee,  shall  be  and  the  same  are  hereby  vested  in  such  new 
appointee,  to  all  intents  and  purposes  and  with  all  the  rights  and  interest 
necessary  for  such  new  trustee  and  to  enable  him  to  execute  the  trust; 
and  without  any  further  assurance  or  conveyance  whatever;  and  no 
vacancy  in  said  trusteeship  shall  in  any  manner  prejudice,  or  injure,  or 
destroy,  or  decrease  the  estate,  property  and  appurtenances  hereby  con¬ 
veyed  in  trust  for  the  purpose  of  securing  the  bonds  aforesaid,  or  any  of 
them;  or  in  any  way  affect  or  injure  or  terminate  said  trust  or  release 
the  premises  hereby  conveyed,  or  the  liens,  liabilities  and  payments 
herein  made  and  provided  for,  in  any  respect  whatever. 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused  its  cor¬ 
porate  seal  to  be  hereto  affixed  and  the  same  for  full  and  complete  execu- 


CORPORATE  HISTORY. 


391 


tion  hereof,  by  said  Columbus  and  Indianapolis  Railroad  Company  and 
in  its  behalf,  to  be  signed  by  the  president  of  said  company  and  attested 
by  the  signature  of  their  secretary,  the  day  and  year  aforesaid. 

[L.  S.]  BENJ.  E.  SMITH,  President. 

THOMAS  MOODIE,  Secretary. 

I  accept  the  within  trust. 

JOSEPH  T.  THOMAS. 

Witnesses: 

JOHN  W.  BRADLEY, 

W.  FERSON. 

Recorded,  Franklin  county,  Ohio,  January  14,  1864,  Record  20,  page  130. 

SATISFACTION  OF  MORTGAGE. 

Philadelphia,  Pa.,  December  4th,  1884. 

The  four  hundred  thousand  dollars  bonds  mentioned  in  the  foregoing 
mortgage,  with  all  coupons  for  interest  thereon  having  been  paid,  and 
destroyed  by  burning  in  my  presence,  I  hereby  declare  the  original 
mortgage  securing  said  bonds  and  coupons  to  be  hereby  released,  satis¬ 
fied  and  discharged,  and  I  hereby  authorize  such  release,  satisfaction  and 
discharge  to  be  entered  upon  the  record  of  said  mortgage  in  all  the  coun¬ 
ties  of  Ohio  and  Indiana  in  which  said  mortgage  is  recorded. 

Witness  my  hand  and  seal,  this  fourth  day  of  December,  in  the  year 
1884. 

JOSEPH  T.  THOMAS,  [seal] 

Witnessed  by 
J.  J.  BROOKS, 

JNO.  C.  SIMS,  Jr. 

Duly  acknowledged  before  Jno.  C.  Sims,  Jr.,  notary  public,  December 

4,  1884. 

Power  of  Attorney,  Joseph  T.  Thomas  to  Lucien  L.  Gilbert,  Decem¬ 
ber  4,  1884,  to  Release  Second  Mortgage  of  Columbus  and 
Indianapolis  Railroad  Company  to  Joseph  T.  Thomas,  dated 
December  10,  1863. 

Whereas,  The  Columbus  and  Indianapolis  Railroad  Company,  on  the 
10th  day  of  December,  in  the  year  one  thousand  eight  hundred  and  sixty- 
three,  executed  and  delivered  a  mortgage  or  deed  of  trust  to  Joseph  T. 
Thomas,  as  trustee,  of  the  city  of  Philadelphia,  state  of  Pennsylvania,  to 
secure  the  payment  of  the  bonds  of  said  company  to  the  amount  of  four 
hundred  thousand  dollars;  and 

Whereas,  The  original  mortgage  above  referred  to  cannot  now  be  found, 
although  diligent  search  has  been  made  therefor;  and 

Whereas,  The  four  hundred  thousand  dollars  of  bonds  aforesaid,  which, 
on  or  about  the  date  of  their  issue,  were  duly  certified  by  me,  have  been 
paid,  and  have  been  reduced  to  ashes  in  my  presence: 

Now,  therefore,  know  all  men  by  these  presents,  That  I,  Joseph  T. 


392  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Thomas,  have  made,  constituted  and  appointed,  and  by  these  presents 
do  make,  constitute  and  appoint  Lucien  L.  Gilbert,  of  the  county  of 
Allegheny,  state  of  Pennsylvania,  my  true  and  lawful  attorney,  for  me 
and  in  my  name  to  appear  at  the  offices  of  the  various  county  recorders 
in  the  states  of  Ohio  and  Indiana,  where  said  original  mortgage  or  deed 
of  trust  is  recorded,  and  there  acknowledge  upon  the  record  of  said  mort¬ 
gage  the  payment  and  destruction  of  the  bonds  and  coupons  secured  by 
said  mortgage,  and  acknowledge  satisfaction,  release  and  discharge  of 
said  mortgage  upon  said  record. 

And  this  shall  be  his  sufficient  warrant  therefor. 

Witness  my  hand  and  seal  this  fourth  day  of  December,  1884. 

JOSEPH  T.  THOMAS. 

Signed,  sealed  and  delivered  in  the  presence  of: 

J.  J.  BROOKS, 

JNO.  C.  SIMS,  Jr. 

Duly  acknowledged  before  Jno.  C.  Sims,  notary  public,  Philadelphia 
county,  Pa.,  December  4,  1884. 

Satisfaction  of  mortgage  recorded  in  Wayne  county,  Indiana,  and  in 
Darke,  Miami,  Champaign,  Union,  Madison  and  Franklin  counties,  Ohio, 
in  December,  1884. 


THIRD  MORTGAGE. 

Columbus  and  Indianapolis  Railroad  Company  to  Joseph  T. 

Thomas,  Trustee. 

Dated  December  11,  1863. 

Securing  $400,000  bonds,  dated  December  1,  1863,  payable  January  1,  1884, 

bearing  7  per  cent,  interest. 

This  indenture,  made  the  eleventh  day  of  December,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  sixty-three,  between  the  Columbus 
and  Indianapolis  Railroad  Company,  a  corporation  of  the  state  of  Ohio, 
the  party  of  the  first  part,  and  Joseph  T.  Thomas,  of  Philadelphia,  in  the 
state  of  Pennsylvania,  trustee  for  certain  creditors,  holders  and  owners 
of  the  bonds  of  said  railroad  company,  party  of  the  second  part. 

Whereas,  The  Columbus,  Piqua  and  Indiana  Railroad  Company,  of  the 
state  of  Ohio,  was  by  special  charter,  duly  granted  by  the  General  As¬ 
sembly  of  the  state  of  Ohio,  duly,  legally  and  fully  made  and  created  to 
be  a  corporation;  and  was,  in  pursuance  of  said  charter  and  the  amend¬ 
ments  thereto,  duly  organized  as  such  corporation;  and,  therefore,  be¬ 
came  and  was  the  owner  and  possessor  of  the  railroad,  property,  fran¬ 
chises  and  appurtenances  hereinafter  specifically  set  forth. 

And  whereas,  In  and  by  the  construction  and  equipment  of  said  road, 
and  the  purchase  of  the  right  of  way,  and  of  other  matters  appurtenant 
thereto,  the  said  company  became  largely  indebted;  and  as  evidence  of 
such  indebtedness,  issued  and  delivered  to  divers  persons,  for  valuable 
considerations,  a  large  amount  of  bonds,  and  for  the  purpose  of  securing 
the  repayment  of  the  same  with  the  interest  thereon,  made,  executed. 


CORPORATE  HISTORY. 


393 


recorded,  and  delivered  several  mortgages  upon  said  road,  property  and 
appurtenances. 

And  whereas,  The  said  railroad  company  afterward,  being  unable  to 
pay  such  bonds,  and  being  in  default  therein,  suit  at  law  for  the  recovery 
of  said  unpaid  money,  and  to  foreclose  the  said  mortgages,  was  duly 
instituted  in  the  Court  of  Common  Pleas  of  Franklin  county,  Ohio,  by 
George  S.  Coe,  the  trustee  named  and  appointed  in  said  mortgages, 
against  the  said  railroad  company  and  others,  and  so  prosecuted  that 
by  the  decree  of  said  court  rendered  in  said  suit  the  said  railroad  com¬ 
pany  was  ordered  and  adjudged  to  pay  a  large  sum  of  money;  and  in 
default  of  said  payment,  that  the  said  railroad,  property  and  franchises 
should  be  sold  to  pay  the  same. 

And  whereas,  During  the  pendency  of  said  suit,  on  the  nth  day  of 
April,  1861,  an  act  was  passed  by  the  General  Assembly  of  the  state  of 
Ohio,  entitled  “  An  act  to  regulate  the  sale  of  railroads  and  the  reor¬ 
ganization  of  the  same,”  under  and  by  virtue  of  which  act,  and  in  pur¬ 
suance  thereof,  the  creditors  and  stockholders  of  the  said  railroad  com¬ 
pany  did  enter  into  a  plan  and  agreement  for  the  reorganization  of  said 
railroad  company  and  the  liquidation  of  the  debts  thereof,  and  for  the 
issuing  of  new  bonds,  and  the  making  of  new  mortgages  on  said  prop¬ 
erty,  and  the  payment  of  the  bonds  and  stock  thereof,  with  new  bonds 
and  stock,  as  by  reference  to  said  agreement,  on  file  among  the  records 
of  said  court,  will  more  fully  appear;  and  did  thereafter,  as  provided  by 
said  act,  file  said  agreement  in  said  court  in  the  suit  and  proceeding 
against  said  company  aforesaid,  and  thereupon  the  said  court,  in  pursu¬ 
ance  of  said  act,  did  order  the  said  railroad,  property  and  franchises  to 
be  sold,  and  appointed  a  special  master  commissioner  to  make  such  sale. 
And  afterward  the  said  master  commissioner  did  sell  the  same  to  the 
trustees  of  the  parties  to  said  agreement,  and  afterward,  in  due  form  of 
law,  a  meeting  of  the  said  parties  was  duly  held,  and  the  said  Columbus, 
Piqua  and  Indiana  Railroad  Company  was  duly  reorganized  in  pursuance 
of  the  act  of  the  General  Assembly  of  the  state  of  Ohio  aforesaid,  under 
and  with  the  name  of  the  Columbus  and  Indianapolis  Railroad  Company, 
the  parties  of  the  first  part  to  these  presents;  and  after  such  reorganiza¬ 
tion  the  full,  entire  and  perfect  title  to  said  railroad,  property,  franchises 
and  appurtenances  was  in  due  form  of  law  conveyed  and  assured  to  the 
parties  of  the  first  part;  all  of  which  will  more  fully  and  at  large  appear 
by  reference  to  the  proceedings  of  the  Court  of  Common  Pleas  of  Frank¬ 
lin  county,  Ohio,  in  the  suit  and  proceeding  aforesaid;  and  by  all  of 
which  it  so  is,  that  the  party  of  the  first  part,  is  a  corporation  duly 
formed  and  organized  and  constituted  by  law,  and  is  duly  and  legally 
vested  with  the  title  to  and  ownership  in  the  railroad,  property  and  fran¬ 
chises,  formerly  known  as  the  Columbus,  Piqua  and  Indiana  Railroad, 
with  all  its  appurtenances  and  property,  and  all  the  franchises  formerly 
owned  by  the  Columbus,  Piqua  and  Indiana  Railroad  Company,  by  pur¬ 
chase  thereof  made  at  the  judicial  sale  thereof  by  the  Court  of  Common 
Pleas  of  Franklin  county,  Ohio,  aforesaid,  after  due  and  legal  proceed¬ 
ing  had  in  said  court,  and  full  payment  of  the  purchase  money  thereof, 
and  confirmation  of  the  sale  and  purchase  aforesaid  by  said  court. 


394  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


And  whereas,  For  the  purpose  of  carrying  out  the  said  reorganization, 
as  provided  tor  by  the  agreement  of  the  parties  to  said  plan  of  reorganiza¬ 
tion  as  aforesaid,  and  for  the  purpose  of  paying  off  and  satisfying  certain 
liens  and  claims  existing  against  said  railroad  and  property  created  by 
the  court  to  complete  the  western  division  of  said  road  and  equip  the 
same,  and  which  liens  and  claims,  it  was  provided  by  said  decree  of  said 
court  and  said  agreement  of  reorganization,  that  said  property,  or  the 
proceeds  of  the  sale  thereof,  should  be  held  liable  and  bound  to  pay; 
and  also  for  the  purpose  of  paying  certain  bonds  formerly  given  by  the 
said  Columbus,  Piqua  and  Indiana  Railroad  Company,  and  secured  by 
mortgage  on  said  property,  which  by  said  agreement  of  reorganization, 
and  by  the  consent  of  the  parties  therein  interested,  it  was  also  provided 
should  be  thus  paid;  and  also  for  the  purpose  of  paying  the  expenses  of 
the  trust  created  by  said  agreement  of  reorganization  and  the  costs  and 
charges  of  the  proceedings  at  law,  and  other  expenses  necessarily  in¬ 
curred  and  to  be  incurred,  to  completely  reorganize  said  railroad  com¬ 
pany,  and  make  it  valuable  to  the  parties  interested  in  it  under  said 
reorganization;  the  said  party  of  the  first  part  have  resolved  to  make, 
and  under  and  by  virtue  of  said  agreement  of  reorganization  and  pro¬ 
ceeding  thereunder,  and  under  and  by  virtue  of  the  act  of  the  General 
Assembly  of  the  state  of  Ohio,  passed  April  n,  1861,  aforesaid,  are 
authorized  and  required  to  make,  issue,  use,  dispose  of  and  deliver  bonds 
of  several  classes,  namely,  preferred  first  mortgage  bonds,  and  first 
mortgage  bonds  in  the  aggregate  not  exceeding  one  million  of  dollars, 
and  which  have  a  priority  of  lien  upon  said  property,  road  and  fran¬ 
chises  of  every  kind,  now  acquired  or  to  be  hereafter  acquired,  both  real 
and  personal;  and  also  second  mortgage  bonds,  not  exceeding  in  the 
aggregate  the  sum  of  four  hundred  thousand  dollars;  and  also  third 
mortgage  bonds,  not  exceeding  in  the  aggregate  the  sum  of  four  hun¬ 
dred  thousand  dollars,  to  be  all  dated  on  the  first  day  of  December, 
1863,  and  payable  at  the  expiration  of  twenty  years  thereafter,  in  the 
city  of  New  York,  to  bear  interest  at  the  rate  of  seven  per  centum  per 
annum,  payable  semi-annually  in  the  city  of  New  York;  and  which  said 
third  mortgage  bonds  are  in  the  form  following: 

No.  - .  United  States  of  America.  $ - . 

State  of  Ohio. 

The  Columbus  and  Indianapolis  Railroad  Company. 

Third  Mortgage  Bond. 

Know  all  men  by  these  presents,  That  the  Columbus  and  Indianapolis 
Railroad  Company  is  indebted  to  William  D.  Thompson,  of  the  city  of 
New  York,  or  bearer,  in  the  sum  of  dollars, 

lawful  money  of  the  United  States,  which  the  said  company  promises  to 
pay  to  him,  or  to  the  bearer  hereof,  on  the  first  day  of  January,  in  the 
year  one  thousand  eight  hundred  and  eighty-four,  in  the  city  of  New 
York,  with  interest  thereon  at  the  rate  of  seven  per  centum  per  annum, 
payable  semi-annually  in  the  city  of  New  York  on  the  first  days  of  July 
and  January  of  each  year,  on  the  presentation  and  surrender  of  the 
coupons  hereto  annexed,  as  they  severally  become  due;  and  in  case  of 


CORPORATE  HISTORY. 


395 


the  non-payment  of  any  half-yearly  installment  of  interest  which  shall 
have  become  payable  and  shall  have  been  demanded,  if  such  default  shall 
continue  for  six  months  after  the  maturity  of  the  said  installment,  the 
principal  of  this  bond  shall  become  due  in  the  manner  and  with  the 
effect  specified  in  the  deed  of  trust  securing  such  payment.  This  bond 
is  one  of  an  issue  of  not  exceeding  $400,000,  and-  has  a  lien  on  all  of  the 
railroad,  property,  equipments  and  franchises  of  the  said  company,  as 
mentioned  in  the  deed  of  trust  securing  its  payment,  subject  to  prior 
liens  not  exceeding  $1,400,000. 

The  owner  of  this  bond,  who  shall  have  been  such  for  twenty  days 
before  any  meeting  or  election  of  said  railroad  company  to  be  held  or 
made  by  its  creditors  and  stockholders,  will  be  entitled  to  cast  one  vote 
for  every  $50  of  the  amount  thereof,  at  any  such  meeting  or  election, 
either  in  person  or  by  proxy;  such  meeting  or  election  and  notice  there¬ 
of,  and  voting  thereat,  being  controlled  and  managed  and  made  as  the 
board  of  directors  of  said  company  shall  by  rules  provide,  and  according 
to  law.  This  bond  shall  be  transferable  by  delivery,  or  it  may  be  reg¬ 
istered  as  to  its  ownership  on  a  register  to  be  kept  by  the  company;  and 
being  so  registered,  it  shall  then  be  transferable  only  on  the  books  of 
the  company,  until  released  from  such  registry,  on  said  books,  by  its 
owner.  This  bond  shall  not  become  obligatory  until  it  shall  have  been 
authenticated  by  a  certificate  annexed  to  it,  duly  signed  by  the  trustee. 

In  witness  whereof,  the  said  railroad  company  have  caused  their  cor¬ 
porate  seal  to  be  hereto  affixed,  and  the  same  to  be  attested  by  the  sig¬ 
natures  of  their  president  and  secretary,  and  have  also  caused  the 
coupons  hereto  annexed  to  be  signed  by  their  secretary,  this  first  day 
of  December,  in  the  year  of  our  Lord  eighteen  hundred  and  sixty-three. 

B.  E.  SMITH,  President. 

THOMAS  MOODIE,  Secretary. 

Now,  therefore,  this  indenture  witnesseth,  That  the  parties  of  the  first 
part,  for  and  in  consideration  of  the  premises,  and  of  the  sum  of  one 
dollar  to  them,  in  hand  paid  by  the  party  of  the  second  part,  the  receipt 
whereof  is  hereby  acknowledged,  and  in  order  to  secure  the  payment 
of  the  principal  and  interest  of  the  third  mortgage  bonds  aforesaid, 
issued  or  to  be  issued  as  herein  recited  and  provided,  and  every  part 
of  the  said  principal  and  interest,  as  the  same  shall  become  payable 
according  to  the  tenor  of  the  said  bonds,  and  of  the  coupons  thereto 
annexed,  have  granted,  bargained  and  sold,  and  do  by  these  presents  grant, 
bargain,  sell,  convey  and  transfer  to  the  party  of  the  second  part,  and 
to  his  successor  in  said  trust  and  assigns,  all  the  right,  title  and  interest 
of  the  party  of  the  first  part;  acquired  in  any  and  all  manners  whatever, 
and  especially  acquired  by  the  agreement  of  reorganization  and  by  the 
reorganization  thereunder,  and  under  the  act  of  the  General  Assembly 
of  the  state  of  Ohio,  passed  April  11,  1861,  aforesaid,  and  by  the  purchase 
thereof  under  the  decree  of  the  Court  of  Common  Pleas  of  Franklin 
county,  Ohio,  aforesaid,  and  by  any  conveyance  thereof  made  by  the 
special  master  commissioner  of  said  court;  of,  in  and  to  all  and  singular 
the  railroad  extending  from  Columbus,  Ohio,  to  Union  City,  Indiana. 


396  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


a  distance  of  one  hundred  and  two  and  one-half  miles,  and  heretofore 
known  as  the  Columbus,  Piqua  and  Indiana  Railroad,  including  all  the 
railway,  rights  of  way,  sidings,  depot  grounds  and  other  lands;  and  all 
depots,  station  houses,  engine  houses,  car  houses,  freight  houses,  wood 
houses,  and  other  buildings;  and  all  machine  shops  and  other  shops  held 
and  acquired  for  use  in  connection  with  said  railroad,  or  the  business 
thereof;  and  also  all  locomotives,  engines,  tenders,  cars  and  other  rolling 
stock  and  equipments;  and  all  machinery,  tools,  implements,  fuel  and  ma¬ 
terial  for  the  constructing,  repairing,  operating  or  replacing  said  road  or 
its  rolling  stock,  or  any  part  thereof,  or  of  any  of  the  same,  or  its  appur¬ 
tenances;  and  also  all  franchises  connected  with  said  railroad,  or  relating 
thereto,  or  to  the  construction,  use,  or  maintenance  and  operation  thereof, 
including  the  franchise  to  be  a  corporation,  and  all  the  property,  franchises, 
rights  and  things  of  whatever  name  or  nature  owned,  held  and  possessed 
by  the  party  of  the  first  part;  together  with  all  and  singular  the  tene¬ 
ments  and  appurtenances  thereunto  belonging,  or  in  any  wise  appertain¬ 
ing,  and  the  reversions,  remainders,  rents,  issues,  tolls,  incomes  and 
profits  thereof;  and  also  all  the  estate,  right,  title,  interest,  property, 
possession,  claim  and  demand  whatsoever,  in  law  or  equity,  of  the  par¬ 
ties  of  the  first  part  of,  in,  to  or  out  of  the  same,  and  any  and  every  part 
thereof,  with  the  appurtenances,  but  subject  to  the  prior  mortgages  and 
liens  thereon  as  aforesaid. 

To  have  and  to  hold  the  above  described  premises,  railroad,  property 
and  franchises,  with  the  appurtenances,  to  him,  the  said  party  of  the 
second  part,  and  to  his  successor  in  said  trust,  or  assigns,  to  the  only 
proper  use,  benefit  and  behoof  of  the  said  party  of  the  second  part,  and 
his  successor  and  assigns,  in  trust,  nevertheless,  for  the  purposes  herein 
expressed,  namely: 

Article  i.  Tjntil  default  shall  have  been  made  by  the  party  of  the  first 
part  in  the  payment  of  principal  or  interest  of  the  said  bonds,  or  some 
of  them,  or  until  default  shall  have  been  made,  in  respect  to  something 
herein  required  to  be  done  by  the  party  of  the  first  part,  the  said  party 
of  the  fiist  part  shall  be  suffered  and  permitted  to  possess,  manage, 
operate  and  enjoy  the  said  railroad,  property,  franchises,  equipments 
and  appurtenances,  and  to  renew,  replace  and  repair  or  exchange  the 
same,  or  any  of  them,  and  to  take  and  use  the  rents,  issues,  tolls,  incomes 
and  profits  thereof,  and  to  dispose  of  the  same  in  any  manner  not  incon¬ 
sistent  with  this  instrument. 

Art.  2.  In  case  default  shall  be  made  in  the  payment  of  any  in- 
teiest  on  any  of  the  aforesaid  bonds,  issued  or  to  be  issued,  according 
to  the  tenor  of  the  coupons  thereto  annexed,  or  of  the  provisions  hereof, 
or  in  case  default  shall  be  made  in  the  payment  of  the  principal  of  such 
bonds,  or  any  of  them,  when  the  same  shall  become  due,  if  such  default 
shall  continue  for  the  period  of  six  months,  it  shall  be  lawful  for  the  party 
of  the  second  part  or  his  successor,  as  such  trustee,  personally  or  by  his 
agent  or  attorneys,  to  enter  into  and  upon  all  and  singular  the  premises 
hereby  con\eyed  or  intended  so  to  be,  and  each  and  every  part  thereof, 
and  to  have,  hold  and  use  the  same,  operating  by  his  or  their  super¬ 
intendents,  managers,  receivers,  servants  or  agents  the  said  railroad  and 


CORPORATE  HISTORY. 


397 


property,  and  conducting  the  business  thereof,  and  exercising  the  fran¬ 
chises  pertaining  thereto,  and  making  from  time  to  time  all  repairs  and 
replacements,  and  such  useful  alterations,  and  additions,  and  improve¬ 
ments  thereto  as  may  seem  to  him  or  them  to  be  judicious,  and  to  collect 
and  receive  all  tolls,  freights,  incomes,  rents,  issues  and  profits  of  the 
same,  and  every  part  thereof,  and  after  deducting  the  expenses  of  operat¬ 
ing  the  said  railroad  and  conducting  its  business,  and  of  the  said  repairs, 
replacements,  alterations,  additions  and  improvements;  and  all  payments 
which  may  be  made  for  taxes,  assessments,  charges  or  liens  prior  to  the 
lien  of  these  presents,  upon  the  said  premises,  or  any  part  thereof,  as  well 
as  a  proper  compensation  for  his  own  services,  to  apply  the  money  so 
arising  as  aforesaid  to  the  payment  of  interest,  in  the  order  in  which  such 
interest  shall  have  become,  or  shall  become,  due,  ratably  to  the  persons 
holding  the  coupons  for  such  interest,  and  after  paying  all  interest  which 
shall  have  become  due,  to  apply  the  same  to  the  satisfaction  of  the  prin¬ 
cipal  of  the  aforesaid  bonds,  which  may  be  at  that  time  unpaid,  ratably 
and  without  discrimination  or  preference  in  and  to  such  bonds,  as  the 
same  may  be  applicable. 

Art.  3.  In  case  default  shall  be  made  as  aforesaid,  and  shall  con¬ 
tinue  as  aforesaid,  it  shall  be  lawful  for  the  party  of  the  second  part  or 
his  successor  as  such  trustee,  after  entry  as  aforesaid,  or  other  entry,  per¬ 
sonally  or  by  his  agent  or  attorney,  to  sell  and  dispose  of  all  and  singular 
the  premises  hereby  conveyed,  or  intended  so  to  be,  at  public  auction, 
in  the  city  of  Columbus,  Ohio,  at  such  time  as  he  may  appoint,  having 
first  given  notice  of  the  time  and  place  by  advertisement,  published  once 
a  week  for  six  weeks  in  one  newspaper  of  good  circulation  published 
in  the  city  of  New  York,  one  other  published  in  the  city  of  Philadelphia, 
and  one  other  published  in  Columbus,  Ohio;  and  to  adjourn  said  sale 
from  time  to  time  in  his  discretion,  and  if  so  adjourning  it,  to  make  such 
sale,  without  further  notice,  at  the  time  and  place  to  which  the  same  may 
be  so  adjourned;  and  upon  such  sale  to  make  and  deliver  to  the  pur¬ 
chasers  thereof  good  and  sufficient  deed  or  deeds  in  law  for  the  same  in 
fee  simple,  which  sale  made  as.  aforesaid  shall  be  a  perpetual  bar  both 
in  law  and  equity  against  the  parties  of  the  first  part,  and  all  other  per¬ 
sons  lawfully  claiming  or  to  claim  the  said  premises,  or  any  part  thereof, 
by,  from,  through,  or  under  them,  or  any  of  them;  and  after  deducting 
from  the  proceeds  of  such  sale  just  allowances  for  all  expenses  of  the 
same,  and  all  advances  or  liabilities  which  may  have  been  made  or  in¬ 
curred  by  said  trustee  in  operating  or  maintaining  the  said  railroad  and 
property,  or  in  managing  its  business  while  in  possession,  and  arranging 
for  and  completing  the  sale  thereof,  and  all  payments  for  taxes,  assess¬ 
ments,  charges,  or  liens  prior  to  the  lien  of  these  presents,  on  the  said 
premises  or  any  part  thereof,  as  well  as  compensation  for  his  own  ser¬ 
vices,  to  apply  the  proceeds  of  such  sale  to  the  payment  of  the  principal 
and  interest  of  such  of  said  bonds  as  may  at  that  time  be  unpaid,  whether 
or  not  the  same  shall  have  previously  become  due,  first  paying  in  full  the 
principal  and  interest  unpaid  on  the  issue  of  preferred  first  mortgage 
bonds,  and  thereafter  paying  and  satisfying  the  said  issue  of  first  mort¬ 
gage  bonds;  and  thereafter  paying  and  satisfying  the  said  issue  of  $400,- 


39§  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

000  of  said  second  mortgage  bonds;  if  they  or  any  of  them  be  due  and 
unpaid,  and  then  to  apply  and  pay  the  same  on  the  bonds  herein  specified 
as  third  mortgage  bonds,  ratably  and  in  proportion  to  the  whole  of  the 
same;  and  if  after  paying  and  satisfying  all  said  classes  of  bonds,  any 
surplus  shall  remain,  to  hold  the  same  for  the  benefit  of  the  party  of  the 
first  part,  to  be  paid  and  applied  according  to  law,  to  the  payment  and 
satisfaction  of  any  liens  or  liabilities  of  said  railroad  company  and  prop¬ 
erty,  subsequent  or  inferior  hereto,  or  in  such  other  manner  as  any  court 
of  competent  jurisdiction  shall  order. 

And  it  is  hereby  declared  that  the  receipt  of  said  party  of  the  second 
part,  as  such  trustee,  shall  be  a  sufficient  discharge  to  the  purchaser  of 
the  premises,  for  the  purchase  money,  and  that  such  purchaser  shall  not, 
after  payment  and  having  such  receipt,  be  liable,  or  in  any  way  bound, 
to  see  said  purchase  money  applied  to  this  trust  or  otherwise,  or  in  any 
manner  answerable  for  any  loss  or  misapplication,  or  non-application 
thereof,  or  obliged  to  inquire  into  the  necessity,  expediency,  or  authority 
of  or  for  any  such  sale. 

Art.  4.  At  any  sale  of  the  property  aforesaid  or  any  part  thereof, 
whether  made  by  virtue  of  the  power  herein  granted  or  by  judicial  au¬ 
thority,  the  said  party  of  the  second  part  and  his  successor,  as  such 
trustee,  may  bid  for  and  purchase,  or  cause  the  same  to  be  bid  for  and 
purchased,  the  property  so  sold,  or  any  part  of  it,  in  behalf  of  the  holders 
of  the  bonds  secured  by  this  deed,  then  outstanding,  or  in  behalf  of 
either  class  of  said  bonds,  in  proportion  to  the  respective  interests  of 
such  bondholders  in  their  respective  classes,  at  a  reasonable  price,  if  only 
a  part  of  said  property  be  sold;  but  if  the  whole  of  said  property  be  sold, 
at  a  price  not  exceeding  the  whole  amount  of  the  classes  of  the  said 
bonds  outstanding,  with  the  interest  accrued  thereon. 

Art.  5.  If  default  shall  be  made  by  the  party  of  the  first  part  in  the 
payment  of  any  half-year’s  interest  on  any  of  the  aforesaid  bonds,  with¬ 
out  the  consent  of  the  holder  of  such  bonds,  at  the  time  and  in  the  man¬ 
ner  provided  in  the  coupon  issued  therewith,  the  said  coupon  having 
been  presented  and  the  payment  thereof  demanded,  and  such  default  shall 
have  continued  for  six  months,  there  and  thereupon  the  principal  of  all 
the  bonds  secured  shall,  at  the  election  of  the  party  of  the  second  part,  or 
his  successor,  become  immediately  due  and  payable,  anything  in  said 
bond  contained  to  the  contrary  notwithstanding;  but  a  majority  in  inter¬ 
est  of  the  holders  of  such  bonds  may,  in  writing  or  by  a  vote  of  a  meeting 
to  be  held  for  that  purpose,  instruct  said  trustee  to  declare  said  principal 
due;  or  to  waive  such  declaration,  or  to  extend  the  time  for  such  pay¬ 
ment  of  interest,  and  provide  and  have  an  interest  bond  issued  therefor, 
retaining  the  lien  of  the  coupons,  or  may  reverse  or  annul  any  declaration 
or  election  as  to  the  same,  made  by  such  trustee  theretofore. 

Art,  6.  The  said  Columbus  and  Indianapolis  Railroad  Company 
shall,  from  time  to  time,  at  all  times  hereafter,  as  often  as  thereunto 
requested  by  said  party  of  the  second  part,  or  his  successor  or  assigns, 
as  such  trustee,  execute,  deliver  and  acknowledge  all  such  further  deeds, 
conveyances  and  assurances  in  the  law,  for  the  better  securing  of  the  said 
bonds  upon  the  trusts  herein  expressed,  on  the  said  railroad,  equipments. 


CORPORATE  HISTORY. 


399 


property  and  franchises,  and  appurtenances  hereinbefore  mentioned  or 
intended  so  to  be,  and  all  other  things  whatsoever  which  may  hereafter 
be  acquired  for  use  in  connection  with  the  same  or  any  part  thereof. 

Art.  7.  The  said  party  of  the  second  part  shall  have  full  power, 
upon  the  written  request  of  the  party  of  the  first  part,  either  alone  or  in 
conjunction  with  the  party  of  the  first  part,  to  convey,  by  deed  in  fee 
simple,  release,  or  otherwise,  any  lands  or  buildings,  not  longer  useful 
to  said  railroad,  and  not  needed  for  its  maintenance  or  operation,  or 
right  of  way,  or  track,  or  buildings,  or  shops,  and  which  the  said  com¬ 
pany  may  deem  it  expedient  to  disuse,  or  to  exchange  for  other  useful 
and  valuable  lands,  and  such  conveyance  of  any  such  land  or  buildings, 
by  said  party  of  the  second  part  in  manner  aforesaid,  and  on  request  as 
aforesaid,  shall  forever  release  the  same  so  conveyed  from  the  lien  or 
effect  of  this  mortgage,  and  entitle  the  grantee  thereof  to  hold  the  same 
free  and  clear  from  any  charge,  claim  or  lien  granted  or  made  by  these 
presents.  And  any  land  or  property  acquired  by  the  said  party  of  the 
first  part,  by  any  such  change,  or  in  consideration  of  or  for  any  such 
conveyance,  shall  be  deemed,  taken,  held,  and  bound,  as  part  and  parcel 
of  the  property  conveyed  by  the  party  of  the  first  part  by  these  presents, 
and  subrogated  herein  in  place  and  stead  of  the  land  and  property  so 
released,  and  if  need  be  conveyed  to  the  party  of  the  second  part  for  that 
purpose. 

Art.  8.  If  the  said  Columbus  and  Indianapolis  Railroad  Company 
shall  well  and  truly  pay  the  sums  of  money  herein  required  to  be  paid 
by  them,  and  all  interest  thereon,  at  the  times  and  in  the  manner  herein 
specified,  and  shall  well  and  truly  keep  and  perform  all  the  things  herein 
required  to  be  kept  and  performed  by  said  company,  according  to  the 
true  intent  and  meaning  of  these  presents,  then  and  in  that  case,  these 
presents,  and  all  the  estate,  right,  title,  interest,  power  and  authority  of 
the  party  of  the  second  part,  and  his  successors  or  assigns,  in  the  trust 
hereby  created,  and  in  and  over  the  railroad,  property,  equipments,  fran¬ 
chises  and  appurtenances  herein  specified,  shall  cease,  determine  and  be¬ 
come  wholly  void  and  of  no  effect. 

Art.  9.  The  said  railroad  company  shall  at  all  times  hereafter  keep 
a  book  at  their  office,  designated  as  the  voting  register  of  creditors  and 
stockholders.  Each  holder  of  any  bond,  or  other  creditor,  shall  be 
entitled  to  have  his  name  and  address,  and  the  number  and  denomina¬ 
tion  of  bonds  and  claims  held  by  him,  entered  on  a  register  at  any  time, 
by  the  production  of  such  bonds  or  claims,  or  satisfactory  evidence  of  his 
ownership  thereof. 

Every  holder  of  any  bond  hereby  secured  shall  be  entitled  to  cast  one 
vote  for  every  $50  of  the  bond  held  by  him,  at  any  meeting  or  election 
of  said  railroad  company,  but  such  vote  shall  be  cast  only  by  the  legal 
owner  of  such  bond  or  claim,  either  absolutely  or  in  trust,  at  the  time 
of  such  meeting  or  election,  and  who  shall  have  been  such  owner  for 
more  than  twenty  days  theretofore,  and  upon  satisfactory  evidence  there¬ 
of,  to  the  judges  of  such  meeting  or  election,  or  registry  evidence  thereof 
on  the  book  of  said  company;  and  such  owner  shall  have  the  right  to 
cast  such  vote  either  in  person  or  by  proxy.  Provided  that  the  board 
of  directors  of  said  company  shall  have  power  to  make  and  establish 


400  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

< 

any  and  all  needed  by-laws,  rules  and  regulations  to  govern  such  voting, 
and  of  registering  of  bonds,  and  of  such  conduct  of  meetings  and  elec¬ 
tions,  and  the  notices  therefor,  as  to  them  shall  seem  expedient,  not  in 
any  case  depriving  any  actual  owner  of  any  bond,  offering  to  vote  thereon, 
of  his  right  so  to  vote  at  any  meeting  or  election,  and  in  all  cases  regu¬ 
lating  such  voting  and  right  to  vote,  strictly  in  accordance  with  the  pro¬ 
visions  of  the  act  of  the  General  Assembly  of  the  state  of  Ohio,  passed 
April  ii,  1861,  before  referred  to. 

Art.  io.  It  is  hereby  declared  and  agreed,  that  it  shall  be  the  duty  of 
the  party  of  the  second  part,  as  such  trustee,  or  of  his  successor  in  said 
trust,  to  exercise  the  power  of  entry,  or  the  power  of  sale,  hereby 
granted,  or  both;  or  to  proceed  by  suit  or  suits  at  law,  or  in  equity,  to 
enforce  the  rights  of  the  bondholders,  in  the  several  cases  of  default 
herein  specified  in  the  manner  and  subject  to  the  qualifications  herein 
expressed,  upon  the  requisition  of  the  bondholders  herein  required,  as 
follows: 

First.  If  the  default  be  as  to  interest  or  principal  of  any  of  the  said 
sum  of  $400,000  of  third  mortgage  bonds,  and  such  interest  or  principal 
of  said  bonds  so  defaulted  upon  and  remaining  unpaid,  be  not  advanced 
and  paid  by  any  parties  in  interest,  in  said  railroad  and  property,  subse¬ 
quent  and  inferior  to  such  unpaid  mortgage  bonds,  upon  a  requisition  in 
writing,  signed  by  the  holders  of  two  hundred  thousand  dollars  of  said 
bonds,  and  a  proper  indemnification  by  the  said  holders  to  such  trustee, 
against  the  costs  and  charges  to  be  by  him  incurred;  it  shall  be  the  duty 
of  said  trustee  to  enforce  the  rights  of  the  bondholders  under  these 
presents,  by  entry,  or  sale,  or  suit  in  equity,  or  at  law,  as  he  shall  deem 
most  expedient  for  the  interest  of  all  the  holders  of  said  unpaid  bonds; 
but  such  trustee  herein  shall  be  subject  to  the  direction  of  a  majority  in 
interest  of  the  holders  of  such  third  mortgage  bonds,  as  to  waiving  such 
default,  or  as  to  any  other  action  therein. 

Second.  If  such  default  shall  be  of  interest  or  principal  of  said  third 
mortgage  bonds,  and  there  shall  not  be  at  the  time  any  default  in  respect 
to  the  interest  or  principal  of  the  said  first  or  second  mortgage  bonds;  or 
if  at  any  time  before  any  sale  of  the  premises  hereby  conveyed,  because 
of  any  default  as  to  such  first  or  second  mortgage  bonds,  or  as  to  any 
default  in  any  respect  other  than  as  to  matters  specified  in  the  first  clause 
of  this  article,  upon  the  payment  of  any  unpaid  interest  due  on  such  first 
and  second  mortgage  bonds,  or  either  of  them,  if  any  such  be  due  and 
unpaid;  then,  and  in  all  such  cases,  the  sale  of  the  premises  aforesaid 
shall  be  made  subject  to  the  prior  lien  of  said  first  and  second  mortgage 
bonds,  if  any  of  such,  of  either  class,  then  remain  unpaid;  or  subject  to 
the  lien  of  either  class  of  said  bonds,  upon  which  such  interest  shall  be 
so  paid. 

Art.  11.  The  word  “trustee,”  as  used  herein,  shall  be  construed  to 
mean  in  all  cases  the  party  of  the  second  part  and  his  successor  or  suc¬ 
cessors  in  said  trust.  And  it  is  mutually  agreed  that  such  trustee  shall 
not  in  any  manner  be  individually  responsible  for  any  loss,  damage  or 
injury  to  said  railroad  and  property,  when  the  same  may  be  in  his  pos¬ 
session.  or  under  his  control,  but  shall  only  be  required  and  held  to 
exercise  reasonable  care  and  discretion  in  the  appointment  of  his  agents 


CORPORATE  HISTORY. 


401 


and  employees,  and  in  the  performance  of  any  other  act  or  acts  required 
of  him  by  these  presents. 

That  in  the  case  of  the  death,  resignation  or  disability  to  act  of  said 
trustee,  a  majority  of  the  holders  of  the  bonds  of  said  railroad  company, 
secured  by  this  trust,  may  appoint  a  new  trustee  as  his  successor;  or 
before  any  such  appointment  shall  have  been  made,  the  holders  of  the 
bonds  hereby  secured  to  the  amount  of  $100,000,  or  the  party  of  the  first 
part,  may  apply  to  the  Court  of  Common  Pleas  of  Franklin  county,  Ohio, 
for  an  appointment  of  such  new  trustee;  and  said  court  shall  be  and  is 
hereby  authorized  to  make  such  appointment.  And  upon  any  such 
appointment,  made  in  either  manner,  or  any  subsequent  appointment  of 
trustee,  all  the  power,  authority,  rights,  title,  estate,  interest  and  control 
by  these  presents,  vested  in  the  party  of  the  second  part  as  such  trustee, 
shall  be  and  the  same  are  hereby  vested  in  such  new  appointee,  to  all 
intents  and  purposes,  and  with  all  the  rights  and  interests  necessary  for 
such  new  trustee,  and  to  enable  him  to  execute  the  trust,  and  without 
any  further  assurance  or  conveyance  whatever;  and  no  vacancy  in  said 
trusteeship  shall  in  any  manner  prejudice,  or  injure  or  destroy,  or  de¬ 
crease  the  estate,  property  and  appurtenances  hereby  conveyed  in  trust, 
for  the  purpose  of  securing  the  bonds  aforesaid,  or  any  of  them;  or  in  any 
way  affect,  or  injure,  or  terminate  said  trust,  or  release  the  premises 
hereby  conveyed  from  the  liens,  liabilities  and  payments  herein  made 
and  provided  for  in  any  respect  whatever. 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused  its  cor¬ 
porate  seal  to  be  hereto  affixed,  and  the  same,  for 

full  and  complete  execution  hereof  by  said  Columbus  and  Indianapolis 

Railroad  Company,  and  in  its  behalf,  to  be  signed  by  the  president  of 

,  % 
said  company,  and  attested  by  the  signature  of  their  secretary,  the  day 

and  year  aforesaid. 

BENJ.  E.  SMITH,  President. 

TFTOS.  MOODIE,  Secretary. 

Witness: 

JOHN  W.  BRADLEY, 

WM.  FERSON. 

I  accept  the  within  trust. 

JOSEPH  T.  THOMAS. 

Acknowledged  before  Thos.  M.  Dyce,  notary  public,  Franklin  county. 
Ohio,  January  5,  1864. 

(Trustee’s  endorsement,  showing  cancellation  of  mortgage.) 

This  mortgage  is  satisfied,  all  the  bonds  issued  under  it  having  been 
produced  to  and  cancelled  by  me  this  5th  day  of  April,  1865,  and  the 
recorders  of  the  several  counties  are  hereby  authorized  to  enter  satisfac¬ 
tion  on  the  records. 

J.  T.  THOMAS,  Trustee. 

Witnesses: 

B.  E.  SMITH, 

J.  B.  THOMPSON, 

New  York,  April  5  1865. 

26 


402  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUTS  RY.  CO. 


Mortgage  cancelled  of  record  in  Union,  Franklin,  Miami,  Madison, 
Darke  and  Champaign  counties,  Ohio,  in  April,  1865,  having  been  re- 
corded  in  those  counties  in  January  and  February,  1864. 


RICHMOND  AND  COVINGTON  RAILROAD 

COMPANY.1 


Certificate  of  Incorporation. 


This  is  to  certify  that  we,  Henry  Kitchen,  John  L.  Gill,  Evan  Baker, 
John  Sowers,  John  H.  Bradley,  John  L.  Winner,  and  James  Alexander, 
Jr.,  have  associated  ourselves  together  to  form  a  company  to  construct, 
maintain  and  operate  a  railroad,  from  a  stake  in  the  track  of  the  Colum¬ 
bus,  Piqua  and  Indiana  Railroad,  on  the  land  of  John  Sowers,  in  New¬ 
berry  township,  Miami  county,  Ohio,  through  the  counties  of  Miami, 
Darke  and  Preble,  to  the  state  line  of  the  state  of  Indiana. 

The  said  company  shall  be  called  the  Richmond  and  Covington  Rail¬ 
road  Company,  and  be  known  by  that  name. 

The  one  terminus  of  said  railroad,  so  to  be  constructed,  shall  be  at  the 
track  of  the  Columbus,  Piqua  and  Indiana  Railroad,  at  or  near  the  stake 
aforesaid,  on  the  land  of  John  Sowers,  in  Newberry  township,  in  Miami 
county  aforesaid,  and  the  other  terminus  shall  be  at  the  state  line,  between 
the  states  of  Ohio  and  Indiana,  in  Preble  county,  where  the  track  of  the 
Indiana  Central  Railway  touches  said  state  line. 

The  said  road  shall  pass  through,  or  partly  through,  the  counties  of 
Miami,  Darke  and  Preble. 

The  capital  stock  of  said  company,  necessary  to  construct  said  railroad, 
shall  be  two  hundred  and  fifty  thousand  dollars. 

The  annual  meeting  of  said  company  shall  be  held  on  the  first  Wednes¬ 
day  in  March  of  every  year. 

Witness  our  hands  and  seals,  March  11,  A.  D.  1862. 


[seal] 

[seal] 

[seal] 

[seal] 

[seal] 

[seal] 

[seal] 


HENRY  KITCHEN, 
JOHN  L.  GILL, 

JOHN  H.  BRADLEY, 
EVAN  BAKER, 

JOHN  L.  WINNER, 
JOHN  SOWERS. 

JAMES  ALEXANDER,  Jr., 


Acknowledged  before  B.  Tresenrider,  justice  of  the  peace,  and  certified 
by  David  W.  Brooks,  clerk  of  court,  Franklin  county,  Ohio,  March  12, 


1862. 

Filed  in  the  office  of  the  secretary  of  state  of  Ohio,  March  12,  1862. 


1  See  page  42. 


CORPORATE  HISTORY. 


403 


AGREEMENT 

Between  the  Columbus  and  Indianapolis  Railroad  Company  and 
the  Richmond  and  Covington  Railroad  Company  for  the  Pur¬ 
chase  of  the  Richmond  and  Covington  Railroad. 

Dated  June  29,  1864. 

Agreement  made  and  entered  into  this  29th  day  of  June,  A.  D.  one 
thousand  eight  hundred  and  sixty-four,  by  and  between  the  Richmond 
and  Covington  Railroad  Company,  of  the  first  part,  and  the  Columbus 
and  Indianapolis  Railroad  Company,  of  the  second  part; 

Whereas,  The  said  parties  of  the  first  and  second  parts  are  railroad 
companies  duly  incorporated  and  organized  in  pursuance  of  the  laws  of 
the  state  of  Ohio; 

And  whereas,  The  respective  roads  of  the  said  parties,  situate,  lying 
and  being  in  said  state,  are  connected  and  form  together  one  continuous 
line  of  railroad  of  uniform  gauge,  extending  from  the  city  of  Columbus 
in  said  state  to  a  point  on  the  state  line,  dividing  the  states  of  Ohio  and 
Indiana,  where  the  Indiana  Central  Railway  touches  the  said  line; 

And  whereas,  The  parties  of  the  second  part  are  duly  authorized  by 
law  to  purchase  the  road  of  the  said  parties  of  the  first  part,  provided  the 
stockholders  of  each  said  company  shall  assent  thereto  as  by  law  required, 

Now,  therefore,  these  presents  witness,  That  the  said  parties  of  the 
first  and  second  parts,  in  consideration  of  the  premises  and  of  the  mutual 
agreements  and  the  terms  and  conditions  of  purchase  and  sale  herein¬ 
after  contained,  have  mutually  agreed  and  hereby  do  mutually  agree  in 
manner  following,  to  wit: 

First.  The  parties  of  the  first  part  agree  to  grant,  bargain,  sell,  transfer 
and  convey  unto  the  said  parties  of  the  second  part  all  of  the  railroad 
of  the  said  parties  of  the  first  part,  known  by  the  name  of  the  Richmond 
and  Covington  Railroad,  and  extending  from  a  stake  in  the  track  of  the 
Columbus  and  Indianapolis  Railroad  on  land  belonging  or  heretofore 
belonging  to  John  Sowers,  in  Newberry  township,  Miami  county,  state 
of  Ohio,  through  the  counties  of  Miami,  Darke  and  Preble  in  said  state, 
to  a  point  on  the  state  line,  dividing  the  states  of  Ohio  and  Indiana, 
where  the  Indiana  Central  Railway  touches  said  line,  being  thirty- 
two  and  one-fifth  miles  in  length;  and  also  all  the  lands  upon  and  over 
which  said  railroad  runs  and  which  are  included  in  the  boundaries  of  its 
route,  and  all  rails,  tracks,  railways,  ways  and  rights  of  way,  depot 
grounds  and  other  lands,  bridges,  viaducts,  culverts,  fences  and  other 
structures,  depots,  station  houses,  engine  houses,  car  houses,  freight 
houses,  wood  houses  and  other  buildings,  and  all  machine  shops  and 
other  shops  which  have  been  or  are  held  and  acquired  for  use  in  con¬ 
nection  with  the  said  railroad  or  the  business  thereof;  and  also  all  loco¬ 
motives,  tenders,  cars  and  other  rolling  stock  or  equipment;  and  all 
machinery,  tools,  implements,  fuel  and  materials  for  the  constructing, 
operating,  running,  using,  repairing  or  replacing  the  said  railroad,  or 
any  part  thereof  or  any  of  its  equipments  or  appurtenances:  and  all  the 
property,  rights  and  things  of  whatever  name  or  nature  belonging  to  or 
in  any  wise  appertaining  to  the  said  parties  of  the  first  part,  and  connected 


404  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


with  or  relating  to  said  railroad  or  the  construction,  maintenance  or  use 
thereof  for  the  sum  of  six  hundred  and  forty-four  thousand  dollars,  being 
twenty  thousand  dollars  per  mile  of  the  said  railroad,  to  be  paid  by  the 
said  parties  of  the  second  part  in  the  manner  hereinafter  stated. 

Second.  The  said  parties  of  the  second  part  agree  to  purchase  of  the 
said  parties  of  the  first  part  the  said  Richmond  and  Covington  Railroad, 
and  all  and  singular  the  lands,  rights,  ways  and  other  property  and  things 
above  set  forth  and  described,  at  and  for  the  price  and  sum  above  men¬ 
tioned  and  to  pay  the  said  parties  of  the  first  part  in  the  following  manner, 
to  wit:  The  said  parties  of  the  second  part  agree  to  pay  the  principal  and 
interest  of  bonds  to  the  amount  of  two  hundred  and  fifty  thousand  dollars, 
issued  by  the  said  parties  of  the  first  part,  and  bearing  date  the  twenty- 
fourth  day  of  June,  1862,  according  to  the  tenor  thereof,  and  to  satisfy  and 
discharge  the  mortgage  executed  to  secure  the  payment  of  the  said  bonds, 
and  likewise  agree  to  pay  the  principal  and  interest  of  other  bonds  to 
the  amount  of  one  hundred  and  six  thousand  dollars,  issued  by  the  said 
parties  of  the  first  part  and  bearing  date  the  first  day  of  March,  1864, 
according  to  the  tenor  thereof;  and  the  balance  of  said  purchase  money 
the  said  parties  of  the  second  part  agree  to  pay  in  stock  of  the  Columbus 
and  Indianapolis  Railroad  Company,  at  the  par  value  thereof,  of  fifty 
dollars  each  share,  to  be  issued  to  the  said  parties  of  the  first  part  on  or 
immediately  after  the  confirmation  of  this  contract  as  hereinafter  provided. 

Third.  It  is  further  agreed  between  the  said  parties  of  the  first  and 
second  parts,  that  the  foregoing  agreements  shall  be  submitted  to  the 
stockholders  of  each  said  company  at  a  meeting  of  the  same  called  sep¬ 
arately  for  the  purpose  of  taking  said  agreements  into  consideration. 

Due  notice  of  such  meetings  and  of  their  time,  place  and  object  shall 
be  given.  The  time  and  place  of  such  meeting  of  the  stockholders  of  the 
Columbus  and  Indianapolis  Railroad  Company  shall  be  on  the  eighth 
day  of  August,  1864,  at  the  office  of  the  said  company  in  the  city  of  Colum¬ 
bus,  state  of  Ohio,  and  the  time  and  place  of  such  meeting  of  the  stock¬ 
holders  of  the  Richmond  and  Covington  Railroad  Company  shall  be  on 
the  9th  day  of  August,  1864,  at  Greenville,  Ohio. 

And  all  the  proceedings  for  the  ratification  of  the  said  agreements 
shall  be  as  prescribed  by  law,  and  in  case  the  stockholders  of  either  said 
company  shall  fail  to  assent  to  this  contract  as  by  law  required,  the 
same  shall  become  null  and  void,  but  in  case  of  their  assenting  thereto, 
as  the  law  prescribes  the  same  shall  be  in  full  force. 

In  witness  whereof,  The  corporate  seals  of  the  respective  parties  to 
this  contract  have  been  affixed  hereto  the  day  and  year  first  above 
written  by  the  order  of  the  said  boards,  and  the  respective  presidents  of 
the  said  companies  have  at  the  same  time  and  in  behalf  of  their  respective 
company  hereunto  affixed  their  names  by  virtue  of  resolutions  of  the 
said  several  boards  passed  at  respective  meetings  of  the  same. 

Columbus  and  Indianapolis  Railroad  Company, 

By  B.  E.  SMITH,  President. 

Richmond  and  Covington  Railroad  Company, 

By  B.  E.  SMITH,  President. 


CORPORATE  HISTORY. 


405 


Ratified  by  the  stockholders  of  the  Richmond  and  Covington  Railroad 
Company,  August  9,  1864,  and  by  the  stockholders  of  .the  Columbus  and 
Indianapolis  Railroad  Company,  August  8,  1864. 


DEED. 

Richmond  and  Covington  Railroad  Company  to  the  Columbus  and 

Indianapolis  Railroad  Company. 

Dated  September  5,  1864. 

Conveying  railroad,  property,  etc.,  of  the  Richmond  and  Covington 

Railroad  Company. 

This  deed,  made  this  fifth  day  of  September,  in  the  year  one  thousand 
eight  hundred  and  sixty-four,  between  the  Richmond  and  Covington 
Railroad  Company,  a  corporation  of  the  state  of  Ohio,  duly  incorporated, 
party  of  the  first  part,  and  the  Columbus  and  Indianapolis  Railroad  Com¬ 
pany,  a  corporation  of  the  same  state,  duly  incorporated,  party  of  the 
second  part. 

Witnesseth:  Whereas,  the  respective  railroads  of  the  said  parties  situ¬ 
ate  in  said  state  of  Ohio,  are  connected  and  form  together  one  continuous 
line  of  railroad,  of  uniform  gauge,  extending  from  the  city  of  Columbus 
in  said  state  to  a  point  on  the  state  line  dividing  the  states  of  Ohio  and 
Indiana,  where  the  Indiana  Central  Railway  touches  said  line:  and 
whereas,  the  party  of  the  second  part  is  duly  authorized  to  purchase  the 
road  of  the  party  of  the  first  part;  and  whereas,  on  the  29th  day  of  June, 
A.  D.  1864,  a  joint  committee,  theretofore  duly  appointed  by  the  respec¬ 
tive  boards  of  directors  of  said  parties,  agreed  in  writing  upon  the  terms 
of  a  sale  of  the  railroad  of  the  party  of  the  first  part,  with  its  appur¬ 
tenances,  appendages,  etc.,  as  hereinafter  described  and  conveyed  to  the 
party  of  the  second  part,  for  the  sum  of  six  hundred  and  forty-four 
thousand  dollars,  paid  or  secured  to  be  paid  in  the  manner  set  forth  in 
said  written  terms  of  agreement;  subject  to  the  approval  of  the  boards 
of  directors  and  stockholders,  etc.,  of  the  respective  parties. 

And  whereas,  afterwards,  and  cm  the  day  and  year  last  aforesaid,  the 
respective  boards  of  the  parties  met,  and  the  said  agreement  of  sale  was 
submitted  to  said  respective  boards  of  directors,  and  by  each  unanimously 
adopted,  and  the  presidents  of  the  parties  respectively  authorized  and 
directed  to  sign  and  execute  said  agreement  for  and  on  behalf  of  the 
respective  parties,  and  which  was  then  done  accordingly.  And  each  of 
said  boards  of  directors  also  ordered  a  call  of  a  meeting  of  stockholders, 
etc.,  to  approve  or  reject  said  agreement  of  sale,  etc. 

And  whereas,  on  the  9th  day  of  August,  A.  D.  1864,  in  pursuance  of 
said  call  of  the  board  of  directors  of  the  first  party,  due  notice  of  the 
time  and  place,  etc.,  being  given,  the  stockholders  of  the  party  of  the 
first  part  met,  in  pursuance  of  said  notice,  at  the  office  of  the  company 
at  Greenville,  and  the  said  agreement  of  sale  by  a  unanimous  vote  of  the 
stockholders  was  approved  and  ratified,  and  by  resolution  unanimously 
adopted  by  said  stockholders,  it  was  declared  as  the  intent  and  meaning 
of  said  contract  or  agreement,  that  the  said  Columbus  and  Indianapolis 


406  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Railroad  Company  should  have  and  own  all  the  assets  of  the  said  party 
of  the  first  part  by  whatever  description,  and  should  pay  all  the  debts  due 
and  becoming  due  of  the  party  of  the  first  part  of  whatever  description, 
including  all  its  liabilities  for  the  right  of  way  of  its  road,  and  to  fully 
indemnify  each  and  every  stockholder  of  the  party  of  the  first  part  against 
all  claims  and  demands  for  which  said  party  of  the  first  part  is  liable; 
and  that  upon  payment  to  the  party  of  the  first  part,  by  the  party  of 
the  second  part,  of  the  full  amount  of  its  capital  stock,  provided  for  in 
said  agreement  of  sale,  and  upon  the  party  of  the  second  part,  doing 
and  performing  all  the  other  things  required  to  be  done  and  performed 
by  it,  to  perfect  its  purchase  of  the  railroad  and  other  property  and 
assets  of  the  party  of  the  first  part  mentioned  in  said  contract  or  agree¬ 
ment  of  sale,  the  president  of  the  party  of  the  first  part  was,  in  and  by 
said  resolution,  authorized  and  directed  to  execute  and  deliver  to  the 
party  of  the  second  part  all  proper  conveyances,  transfers  and  vouchers 
for  the  railroad  and  all  other  property  and  assets  owned  by  the  party  of 
the  first  part,  and  which  are  provided  in  said  agreement  to  be  sold,  con¬ 
veyed  or  transferred  by  the  party  of  the  first  part,  to  the  party  of  the 
second  part,  for  the  consideration  named  in  said  agreement,  and  to  affix 
the  corporate  seal  of  the  party  of  the  first  part  to  each  and  every  of 

said  conveyances,  transfers  and  vouchers  required  by  law  to  make  the 

» 

same  valid. 

And  whereas,  On  the  8th  day  of  August,  A.  D.  1864.  in  pursuance  of 
said  call  above  mentioned  of  the  board  of  directors  of  the  second  party, 
due  notice  of  the  time  and  place,  etc.,  being  given,  the  stockholders  and 
bondholders  of  the  party  of  the  second  part  met  in  pursuance  of  said  notice 
at  the  office  of  the  company  in  Columbus  and  the  said  agreement  of  sale 
and  purchase,  by  an  unanimous  vote  of  the  stockholders  and  bondholders 
present  and  represented  at  said  meeting  and  voting  thereat,  was  approved 
and  ratified,  and  the  said  stockholders  and  bondholders  by  resolution 
declared  it  to  be  understood,  among  other  things,  as  the  intent  and  mean¬ 
ing  of  said  agreement,  that  the  party  of  the  second  part  should  have  and 
own  all  the  assets  of  the  party  of  the  first  part,  of  whatever  description, 
and  should  pay  all  the  debts  due  and  becoming  due  of  the  party  of  the 
first  part,  of  whatever  description,  including  all  its  liabilities  for  the 
right  of  way  for  its  road,  and  to  fully  indemnify  each  and  every  stock¬ 
holder  of  the  party  of  the  first  part  against  all  claims  and  demands  for 
which  the  party  of  the  first  part  was  liable;  and  the  secretary  of  the  party 
of  the  second  part  was  authorized  to  receive  from  the  party  of  the  first 
part  all  proper  conveyances,  transfers  and  vouchers  of  the  said  railroad, 
and  all  other  property  and  assets  to  be  conveyed,  transferred  and  de¬ 
livered  by  the  party  of  the  first  part  to  the  party  of  the  second  part,  as 
provided  in  said  agreement. 

And  whereas,  The  party  of  the  second  part  has  paid  to  the  party  of  the 
first  part  the  full  amount  of  its  capital  stock,  provided  for  in  said  agree¬ 
ment,  and  the  party  of  the  second  part  hath  also  done  and  performed 
all  the  other  things  required  on  its  part  to  be  done  and  performed  by 
the  terms  of  said  agreement,  to  perfect  said  purchase  of  the  railroad  and 
other  property  and  assets  of  said  party  of  the  first  part,  mentioned  in  said 


CORPORATE  HISTORY. 


407 


agreement,  etc.,  and  hereinafter  described,  assigned  and  conveyed,  where¬ 
by  the  party  of  the  second  part  is  entitled  to  a  conveyance  and  assign¬ 
ment  of  the  same. 

Now,  know  all  men  by  these  presents,  That  the  party  of  the  first  part, 
in  consideration  of  the  premises,  and  of  the  said  sum  of  six  hundred 
and  forty-four  thousand  dollars  paid  by  the  party  of  the  second  part  to 
the  party  of  the  first  part,  as  provided  by  said  agreement,  the  receipt 
whereof  is  hereby  acknowledged,  hath  and  doth  hereby  grant,  bargain, 
sell,  assign,  transfer  and  convey  unto  the  party  of  the  second  part,  its 
successors  and  assigns,  the  following  described  real  estate  and  personal 
property,  rights,  credits  and  effects,  to  wit: 

First.  All  the  railroad  of  the  party  of  the  first  part,  known  by  the  name 
of  the  Richmond  and  Covington  Railroad,  and  extending  from  a  stake 
in  the  track  of  the  Columbus  and  Indianapolis  Railroad  on  land  now  or 
heretofore  belonging  to  John  Sowers,  in  Newberry  township,  Miami 
county,  state  of  Ohio,  through  the  counties  of  Miami,  Darke  and  Preble, 
in  said  state,  to  a  point  on  the  state  line  dividing  the  states  of  Ohio  and 
Indiana,  where  the  Indiana  Central  Railway  touches  said  line,  being 
thirty-two  and  one-fifth  miles  in  length;  also  all  the  lands  upon  and  over 
which  said  railroad  runs,  and  which  are  included  in  the  boundaries  of 
its  route,  and  to  which  the  party  of  the  first  part  have  any  right,  title  or 
claim,  legal,  equitable  or  otherwise,  including  the  right  of  way  and  land  oc¬ 
cupied  by  said  railroad,  together  with  the  superstructure,  rails,  ties,  tracks, 
switches,  turnouts,  side  tracks,  depot  grounds  and  all  other  lands,  bridges, 
viaducts,  culverts,  fences  and  other  erections  and  structures,  depots, 
station  houses,  engine  houses,  car  houses,  freight  houses,  wood  houses, 
sheds  and  all  other  buildings,  and  all  machine  shops  and  other  shops, 
which  have  been  or  are  held,  owned  or  acquired,  or  held  for  use  in 
connection  with  the  said  railroad,  or  the  working  or  the  business  thereof; 
and  also  all  locomotives,  tenders,  cars  and  rolling  stock,  and  all  tools,  im¬ 
plements,  machinery,  fixtures,  fuel,  materials,  goods  and  chattels  for  the 
constructing,  operating,  running,  using,  repairing  or  replacing  said 
railroad,  or  any  part  thereof,  or  any  of  its  equipment,  appurtenances  or 
appendages;  together  with  all  the  property,  real  and  personal,  rights  and 
things,  of  whatever  nature,  belonging  to,  or  in  any  way  appertaining  to, 
the  party  of  the  first  part,  and  connected  with  or  relating  to  the  con¬ 
struction,  operation,  use,  working  or  repairing  the  said  railroad  and  its 
equipment. 

Second.  All  the  claims,  demands  and  assets,  rights,  credits,  moneys 
and  effects,  and  choses  in  action  of  every  kind  and  description  whatso¬ 
ever,  owned  or  of  right  held  by  the  party  of  the  first  part  on  the  9th 
day  of  August,  A.  D.  1864,  or  thereafter  accruing. 

To  have  and  to  hold  all  the  above  mentioned  real  estate,  fixtures  and 
personal  property,  rights,  credits  and  effects,  goods  and  chattels,  and 
their  appurtenances  and  appendages,  unto  the  party  of  the  second  part, 
its  successors  and  assigns  forever. 

And  the  party  of  the  second  part  doth  hereby  covenant  and  agree  with 
the  party  of  the  first  part  to  pay  and  discharge  all  the  debts  and  claims 
against  the  party  of  the  first  part  heretofore  contracted  and  unpaid,  and 


408  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


existing  on  the  ninth  day  of  August,  A.  D.  1864,  or  thereafter  accruing, 
of  whatever  description,  including  all  the  liabilities  of  the  party  of  the 
first  part  for  rights  of  way  for  its  road. 

And  the  party  of  the  second  part  doth  also  hereby  covenant  and  agree 
with  the  party  of  the  first  part,  for  the  benefit  of  each  and  every  stock¬ 
holder  of  the  party  of  the  first  part,  to  indemnify  and  save  harmless  each 
and  every  of  said  stockholders  from  payment  of,  or  liability  for,  as  well 
any  of  said  debts  and  claims  against  the  party  of  the  first  part,  above 
mentioned,  as  also  against  all  liability  for  debts  and  claims  of  whatever 
description,  which  may  be  hereafter  incurred  by  the  party  of  the  second 
part,  their  successors  or  assigns,  in  the  administration  and  use  of  said 
railroad  hereby  conveyed,  or  otherwise  howsoever. 

And  the  parties  hereto  do  mutually  covenant  and  agree  with  each  other, 
that  each  will  execute  to  the  other,  on  request,  such  further  assignments, 
deeds  of  conveyance  and  other  vouchers  and  assurances,  as  counsel 
learned  in  the  law  may  advise,  as  necessary  to  vest  in  the  respective 
parties,  the  rights,  property,  assets  and  choses  in  action,  and  claim  to 
indemnity,  expressly  or  constructively  intended  by  said  agreement  of 
sale  hereinabove  mentioned,  and  by  the  said  proceedings  of  said  boards 
of  directors,  stockholders  and  bondholders. 

In  witness  whereof,  the  Richmond  and  Covington  Railroad  Company, 
by  its  president,  and  the  Columbus  and  Indianapolis  Railroad  Company, 
by  its  president,  have  hereunto  annexed  their  corporate  seals,  and  the 
said  presidents  have  hereunto  signed  their  names  officially,  the  day  and 
year  first  above  mentioned. 

Richmond  and  Covington  Railroad  Company, 

By  B.  E.  SMITH,  President. 

Columbus  and  Indianapolis  Railroad  Company, 

By  B.  E.  SMITH,  President. 

Signed,  sealed  and  acknowledged  in  the  presence  of: 

WM.  L.  HEYL, 

WM.  FERSON. 

Duly  acknowledged  before  Wm.  L.  Heyl,  justice  of  the  peace,  Franklin 
county,  Ohio,  September  5,  1864. 

Recorded  in  Record  of  Deeds  following  counties  in  Ohio:  Darke,  Oct. 
1 2,  1864,  vol.  2,  page  401;  Preble,  Oct.  19,  1864,  vol.  54,  page  481;  Miami, 
Oct.  24,  1864,  vol.  46,  page  398. 


FIRST  MORTGAGE. 

Richmond  and  Covtngton  Railroad  Company  to  Joseph  T.  Thomas, 

Trustee. 

Dated  June  24,  1862. 

Securing  $250,000  bonds  of  $1000  each,  payable  July  1,  1872,  bearing  7 

per  cent,  interest. 

This  indenture,  made  the  twenty-fourth  day  of  June,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  sixty-two,  between  the  Richmond 


CORPORATE  HISTORY. 


409 


and  Covington  Railroad  Company,  a  corporation  duly  constituted  by 
the  laws  of  the  state  of  Ohio,  the  party  of  the  first  part;  and  Joseph  T. 
Thomas,  Esquire,  of  the  city  of  Philadelphia,  in  the  state  of  Pennsyl¬ 
vania,  the  party  of  the  second  part. 

Whereas,  The  party  of  the  first  part,  pursuant  to  the  laws  of  the  state 
of  Ohio,  is  engaged  in  constructing  a  railroad  from  a  point  in  the  track 
of  the  Columbus,  Piqua  and  Indiana  Railroad,  west  of  Covington,  in 
Miami  county,  Ohio,  to  the  state  line  dividing  the  states  of  Ohio  and 
Indiana,  in  Preble  county,  Ohio,  at  the  point  on  said  state  line  where 
the  Indiana  Central  Railway  touches  the  same,  a  distance  of  about  thirty 
miles.  And  for  that  purpose,  and  for  the  use  of  said  road  when  built, 
need,  and  have  resolved  to  purchase  and  obtain,  iron  rails,  materials  and 
other  matters,  and  to  employ  labor;  and  also  to  raise  money  by  loan,  for 
such  purchases,  and  for  other  purposes  about  the  construction  of  said 
road,  to  an  amount  not  exceeding  two  hundred  and  fifty  thousand  dol¬ 
lars,  and  in  order  to  secure  payment  therefor  and  repayment  thereof,  to 
make  and  execute,  within  the  present  year,  certain  bonds  for,  not  exceed¬ 
ing  altogether,  the  said  sum  of  two  hundred  and  fifty  thousand  dollars 
to  the  persons  lending  such  money,  or  furnishing  such  rails,  materials 
and  labor,  payable  on  the  first  day  of  July,  in  the  year  Anno  Domini  1872, 
in  the  city  of  New  York,  and  bearing  interest  at  the  rate  of  seven  per 
centum  per  annum,  payable  semi-annually  on  the  first  days  of  January 
and  July  in  each  year,  ensuing  the  date  thereof,  until  the  principal  shall 
be  paid;  all  of  said  bonds  to  be  on  an  equality  so  far  as  regards  security 
for  the  payment  thereof  by  these  presents,  notwithstanding  the  same 
may  be  issued  at  different  times;  and  each  of  said  bonds  being  authen¬ 
ticated  by  a  certificate  signed  by  said  party  of  the  second  part. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  party  of  the 
first  part,  in  order  to  secure  the  payment  of  said  bonds  and  interest,  and 
in  consideration  of  the  sum  of  one  dollar  to  them  at  the  ensealing  and 
delivery  hereof  in  hand  paid  by  the  party  of  the  second  part,  the  receipt 
whereof  is  hereby  acknowledged,  has  granted,  bargained,  sold,  transferred 
and  conveyed,  and  by  these  presents  does  grant,  bargain,  sell,  transfer 
and  convey  unto  the  said  party  of  the  second  part,  and  his  successors  in 
the  said  trust,  hereby  created,  and  assigns,  all  of  the  railroad  of  the  said 
party  of  the  first  part,  made  or  to  be  made,  from  the  one  terminus  thereof 
to  the  other,  lying  and  being  in  the  counties  of  Miami,  Darke  and  Preble, 
in  the  state  of  Ohio,  as  hereinbefore  described,  with  all  the  land  occupied 
by  it,  and  all  the  rights  of  way,  together  with  the  superstructure  and 
tracks  thereon,  and  all  rails  and  other  materials  used  therein  or  pro¬ 
cured  therefor,  or  purchased  or  paid  for  with  the  above  described  bonds 
or  the  money  obtained  thereon  or  therefor,  with  all  bridges,  viaducts, 
culverts,  fences,  depot  grounds,  and  all  buildings,  station  houses  and 
shops  thereon;  and  also  all  machinery,  tools,  engines,  locomotives,  tenders 
and  cars;  together  with  all  tolls,  rents,  incomes,  franchises,  rights  and 
privileges,  for  the  said  party  of  the  first  part,  of,  in,  to  or  concerning  or 
arising  out  of  the  same.  To  have  and  to  hold  the  said  premises  and 
every  part  thereof,  with  the  appurtenances,  unto  the  said  party  of  the 
second  part,  his  successors  in  said  trust  and  assigns,  upon  the  following 


410  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


trusts,  that  is  to  say:  in  case  the  said  party  of  the  first  part  shall  fail  to 
pay  the  principal,  or  any  part  thereof,  or  the  interest  on  any  of  said  bonds 
at  any  time  when  the  same  may  become  due  and  payable  according  to 
the  tenor  thereof  when  demanded,  then,  after  one  hundred  and  eighty 
days’  default,  upon  the  request  of  the  holders  of  a  majority  of  such  bonds, 
the  said  party  of  the  second  part,  his  successors  in  said  trust  or  assigns 
may  enter  into  and  take  possession  of  all  or  any  part  of  the  premises, 
and  as  the  attorney  in  fact  or  agent  of  the  party  of  the  first  part,  by  him¬ 
self,  his  agents  or  substitutes  duly  constituted,  have,  use  and  employ  the 
same,  making  all  needful  repairs  and  additions  thereto,  and  after  deduct¬ 
ing  the  expenses  of  such  use,  repairs  and  additions,  apply  the  proceeds 
thereof  to  the  payment  of  the  principal  and  interest  of  all  bonds  remain¬ 
ing  unpaid;  or  the  said  party  of  the  second  part,  his  successors  or 
assigns,  at  his  or  their  discretion,  may,  on  the  written  request  of  the 
holders  of  such  majority  of  bonds  so  unpaid,  cause  the  said  premises 
to  be  sold  at  public  auction,  in  the  town  of  Greenville,  or  in  the  city  of 
Philadelphia,  giving  at  least  forty  days’  notice  of  such  sale,  by  an  ad¬ 
vertisement  thereof,  in  three  newspapers  of  general  circulation,  one  pub¬ 
lished  in  Greenville,  Ohio,  one  in  Philadelphia,  and  one  published  in 
New  York;  and  upon  such  sale  being  made,  may  execute  and  deliver  to 
the  purchaser  or  purchasers  a  good  and  sufficient  deed  of  conveyance, 
conveying  the  same  to  him  or  them  in  fee  simple,  which  conveyance 
shall  be  a  bar  against  the  party  of  the  first  part,  their  successors  and 
assigns,  and  all  persons  claiming  under  them,  of  all  right,  interest  or 
claim,  in  or  to  said  premises,  or  any  part  thereof.  And  said  trustee 
shall,  after  deducting  from  the  proceeds  of  such  sale  the  costs  and  ex¬ 
penses  thereof  and  of  managing  said  property,  apply  so  much  of  the 
proceeds  as  may  be  necessary  to  the  payment  of  the  principal  and  in¬ 
terest  due  or  unpaid  on  said  bonds,  and  shall  restore  the  residue  thereof 
to  the  parties  of  the  first  part;  it  being  hereby  expressly  understood  and 
agreed,  that  upon  such  default  of  payment,  and  sale  as  aforesaid  conse¬ 
quent  thereon,  that  all  the  principal  of  all  of  said  bonds  shall  be,  and  be 
regarded,  as  due  and  payable,  whether  said  bonds  have  matured  or  not. 
And  it  being  further  hereby  expressly  understood,  that  in  no  case  shall 
any  claim  or  advantage  be  taken  of  any  valuation,  appraisement  or  ex¬ 
tension  laws  by  the  party  of  the  first  part,  nor  any  injunction  or  stay  of 
proceedings,  or  any  process,  be  applied  for  or  obtained  by  them,  to  pre¬ 
vent  such  entry  or  sale  as  aforesaid. 

And  the  party  of  the  first  part  hereby  covenants  and  agrees,  for  the 
consideration  aforesaid,  to  execute  and  deliver  any  further  necessary 
conveyance  of  the  premises,  or  any  part  thereof,  to  the  party  of  the 
second  part,  for  more  fully  carrying  into  effect  the  object  hereof.  And 
also  further  covenants,  that  the  money  borrowed  as  aforesaid  upon  the 
security  of  said  bonds  shall  be  faithfully  applied  to  the  purchase  of  ma¬ 
terials  and  for  labor,  and  transportation,  and  other  proper  matters  neces¬ 
sary  for  and  to  be  used  in  the  construction  of  said  railroad,  and  that 
its  construction  shall  be  made  with  due  and  proper  diligence.  And  it  is 
hereby  mutually  agreed,  and  these  presents  are  upon  this  express  con¬ 
dition,  that  on  payment  of  the  principal  and  interest  of  said  bonds  the 


CORPORATE  HISTORY. 


41 1 

estate  and  property  hereby  granted  to  the  said  party  of  the  second  part 
shall  be  void,  and  the  right,  and  all  right,  to  the  premises  hereby  con¬ 
veyed  shall  revert  to  and  revest  in  the  party  of  the  first  part,  without 
any  acknowledgment  of  satisfaction,  reconveyance,  re-entry  or  any 
other  act. 

It  is  further  mutually  agreed,  that  the  party  of  the  second  part,  his 
successors  and  assigns,  shall  only  be  accountable  for  reasonable  diligence 
in  the  management  of  said  trust,  and  shall  not  be  responsible  for  any 
agent  employed  by  him,  when  such  agent  shall  have  been  selected  with 
reasonable  discretion.  And  that  said  party  of  the  second  part  shall  be 
entitled  to  receive  a  proper  compensation  for  every  labor  or  service  per¬ 
formed  by  him  in  the  discharge  of  his  trust,  in  case  he  shall  be  compelled 
to  take  possession  of  said  premises  or  any  part  thereof,  or  manage  the 
same.  And  it  is  further  mutually  agreed,  that  in  case  of  the  death, 
mental  incapacity  or  resignation  of  the  party  of  the  second  part,  all  his 
estate,  right,  interest,  power  and  control  in  the  premises,  or  by  virtue 
of  these  presents,  shall  be  divested,  cease  and  determine;  and  the  same 
shall  from  thenceforth,  for  all  the  purposes  aforesaid,  be  vested  in  and 
all  and  singular  the  trusts  and  duties  hereinbefore  mentioned  and  enu¬ 
merated  shall  devolve  upon  William  D.  Thompson,  Esquire,  of  the  city 
of  New  York,  in  the  state  of  New  York,  without  any  other  or  further 
assurance  or  conveyance  of  the  same.  And  in  case  of  the  death,  mental 
incapacity  or  resignation  of  the  said  William  D.  Thompson,  or  in  case 
of  his  death  before  the  said  party  of  the  second  part,  then,  upon  a 
vacancy  occurring  in  the  trusteeship  as  aforesaid,  or  in  any  other  manner, 
on  application  by  the  party  of  the  first  part,  or  by  a  majority  of  such 
bondholders,  to  the  proper  court  of  the  state  of  Ohio,  a  new  trustee  shall 
be  appointed  by  such  court  according  to  law;  and  such  new  trustee  so 
appointed  by  the  court  shall  become  vested,  for  all  the  purposes  afore¬ 
said,  with  all  the  rights,  interests  and  powers  hereby  conveyed  to  or 
vested  in  the  party  of  the  second  part,  without  any  further  conveyance 
of  the  same. 

In  witness  whereof,  the  said  Richmond  and  Covington  Railroad  Com¬ 
pany,  the  party  of  the  first  part,  has  caused  their  corporate  seal  to  be 
hereto  affixed,  and  these  presents  to  be  signed  by  their  president,  for 
them  and  in  their  behalf.  And  the  said  party  of  the  second  part  has 
hereunto  set  his  hand  and  seal,  the  day  and  year  first  above  written. 

E.  BAKER, 

President  of  the  Richmond  and  Covington  R.  R.  Co. 

J.  T.  THOMAS, 
Trustee. 

Witness  to  the  signature  of  the  party  of  the  first  part: 

JOHN  H.  BRADLEY, 

H.  B.  BIGELOW. 

Witness  to  the  signature  of  the  party  of  the  second  part: 

JOHN  H.  BRADLEY, 

SAM.  M.  RAISBECK. 


412  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Duly  acknowledged  before  Sam’l  M.  Mills,  notary  public,  June  24,  1862, 
by  Evin  Baker,  and  before  Edw.  Shippen,  commissioner  for  Ohio  in 
the  city  of  Philadelphia,  by  J.  T.  Thomas,  June  24,  1862. 

Recorded,  Darke  county,  July  2,  1862;  Preble  county,  May  20,  1863; 
Miami  county,  June  1,  1863. 

SATISFACTION  OF  MORTGAGE. 

This  mortgage  is  satisfied,  all  the  bonds  issued  under  it  having  been 
produced  to  and  cancelled  by  me  this  5th  day  of  April,  1865,  and  the  re¬ 
corders  of  the  several  counties  are  hereby  authorized  to  enter  satisfac¬ 
tion  on  the  records. 

J.  •r.  THOMAS,  Trustee. 

New  York,  April  5,  1865. 

Cancelled  of  record,  Darke,  Preble  and  Miami  counties  in  April,  1865. 


INDIANA  CENTRAL  RAILWAY  COMPANY.1 

An  Act  to  Amend  the  Act  entitled  “  An  Act  to  Incorporate  the  - 
Terre  Haute  and  Richmond  Railroad  Company,”2  Approved 
January  26,  1847,  and  the  Several  Acts  Amendatory  of  said  Act. 

Approved  January  20,  1851. 

Whereas,  The  president  and  directors  of  the  Terre  Haute  and  ’Rich- 
-  rnond  Railroad  Company,  as  organized  west  of  Indianapolis,  have  con¬ 
sented  to  and  solicited  a  separation  from  the  directors  and  stockholders 
of  said  road  east  of  Indianapolis,  and  to  terminate  the  construction  of 
said  road  at  Indianapolis;  and 

Whereas,  A  large  amount  of  stock  has  been  subscribed  to  said  road 
east  of  Indianapolis,  and  four  directors  have  been  elected  by  said  stock¬ 
holders,  east  of  Indianapolis,  who  have  entered  into  sundry  contracts 
for  the  construction  of  said  railroad  east  of  Indianapolis,  and  they,  and 
the  stockholders  they  represent,  are  desirous  of  constructing  said  road 
from  Indianapolis  to  the  state  line;  therefore. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of 
Indiana,  That  the  said  Terre  Haute  and  Richmond  Railroad  be  and  the 
same  is  hereby  terminated  at  Indianapolis,  as  the  same  is  in  said  city 
located;  and  the  said  president  and  directors  of  said  road  west  of  In¬ 
dianapolis  are  hereby  released  and  discharged  from  the  construction  of 
any  part  of  said  road  east  of  Indianapolis. 

Sec.  2.  The  directors  of  said  company,  elected  by  the  stockholders 
east  of  Indianapolis,  and  such  stockholders  are  hereby  created  a  body 
corporate,  by  the  name  and  style  of  the  “  Indiana  Central  Railway  Com¬ 
pany,”  and  by  such  corporate  name  shall  be  known,  and  may  sue  and 
be  sued  in  all  courts  of  competent  jurisdiction.’ 

Sec.  3.  The  stockholders  of  said  Terre  Haute  and  Richmond  Rail¬ 
road  east  of  Indianapolis,  at  such  time  and  place  as  may  be  appointed  by 


1  See  page  44. 

Acts  relating  to  Terre  Haute  and  Richmond  R.  R.  Co.  printed  in  volume  containing  Vandalia 
Line  papers. 


CORPORATE  HISTORY. 


413 


said  directors  residing  east  of  Indianapolis,  shall  meet  and  by  themselves 
or  by  proxy  in  writing,  elect  directors  for  said  Indiana  Central  Railway, 
who  shall  organize  a  board  and  elect  similar  officers  to  the  Terre  Haute 
and  Richmond  Railroad  Company,  and  who  shall  take  the  same  oaths, 
possess  the  same  powers  and  discharge  similar  duties  with  the  directors 
and  officers  of  said  Terre  Haute  and  Richmond  Railroad  Company. 

Sec.  4.  All  subscriptions  of  stock  at  Indianapolis  and  west  of  the 
same,  to  said  Terre  Haute  and  Richmond  Railroad  Company,  are  hereby 
legalized,  and  are  hereby  made  collectible  in  the  name  of  said  company, 
and  for  the  use  of  the  same  west  of  Indianapolis;  and  the  said  Terre 
Haute  and  Richmond  Railroad  Company  is  hereby  forever  discharged 
from  all  liability  to  construct  said  road  east  of  Indianapolis,  and  shall 
have  no  right  or  claim  to  any  part  of  the  stock  or  moneys  of  said  com¬ 
pany  subscribed  east  of  Indianapolis. 

Sec.  5.  All  stock  in  said  Terre  Haute  and  Richmond  Railroad  Com¬ 
pany,  subscribed  east  of  Indianapolis,  and  all  the  acts  and  doings  of  the 
directors  elected  by  the  stockholders  east  of  Indianapolis,  and  all  con¬ 
tracts  made  by  and  with  said  directors  as  such,  for  the  surveys  and  con¬ 
struction  of  said  road,  are  hereby  legalized,  and  shall  inure  to  the  use 
of,  and  such  stock  shall  be  collectible  in  the  name  of  and  for  the  use  of 
said  Indiana  Central  Railway  Company;  and  said  company  shall  on  their 
part  perform  all  such  contracts,  and  may  by  suit,  if  necessary,  enforce 
all  such  contracts. 

Sec.  6.  Said  Indiana  Central  Railway  Company  shall,  witlt  all  con¬ 
venient  speed,  construct  said  road  in  the  general  direction  of  the  National 
road,  so  as  not  to  interfere  with  said  National  road  from  Indianapolis 
east  to  the  state  line  dividing  this  state  and  the  state  of  Ohio,  as  may 
best  comport  with  the  interests  of  said  company,  and  for  that  purpose 
may  open  books  and  receive  further  subscriptions  of  stock  in  such  way 
and  manner  as  may  be  deemed  most  advisable  by  said  company,  and 
shall  possess  the  same  rights,  privileges  and  immunities,  and  be  subject 
to  the  same  restrictions  and  liabilities  as  said  Terre  Haute  and  Richmond 
Railroad  Company;  and  the  said  act  incorporating  said  Terre  Haute  and 
Richmond  Railroad  Company,  so  far  as  the  same  may  now  be  in  force, 
and  all  acts  amendatory  thereof,  or  made  in  aid  of  the  same,  are  hereby 
extended  to  and  declared  to  be,  so  far  as  applicable,  the  charter  of  said 
Indiana  Central  Railway  Company;  and  the  last  named  company  shall 
have  the  same  powers,  rights  and  privileges  in  every  particular  that  said 
Terre  Haute  and  Richmond  Railroad  Company  might  or  would  possess 
under  similar  circumstances. 

Sec.  7.  Said  company  may,  at  any  time  when  it  may  be  deemed  ad¬ 
visable  by  a  majority  of  directors  in  each,  unite  and  consolidate  said 
roads  into  one,  under  such  common  corporate  name  as  may  be  agreed 
upon;  and  either  of  said  companies  may  unite  and  consolidate  with  any 
other  railroad  company  within  or  without  this  state,  constructing  or 
having  constructed  any  railroad  in  the  same  general  direction  of  either 
of  said  roads,  and  to  assume  such  corporate  name  as  may  be  agreed  upon 
by  the  parties. 

Sec.  8.  If  any  such  union  should  be  effected  between  said  Terre  Haute 
and  Richmond  Railroad  Company  with  said  Indiana  Central  Railway 


414  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Company,  or  if  either  of  said  companies  should  unite  or  consolidate  with 
any  other  railroad  company,  all  rights,  claims,  privileges,  suits  and  rights 
of  action  shall  be  transferred  to,  vested  in  and  recoverable  in  the  cor¬ 
porate  name  agreed  upon  by  the  parties,  as  fully  and  effectually  as  if 
no  such  union  had  been  effected. 

Sec.  9.  This  act  shall  be  a  public  act,  and  shall  be  so  construed,  and 
shall  be  in  force  from  and  after  its  passage. 

Local  Laws  of  Indiana,  1851,  chapter  56,  page  80. 


An  Act  for  the  Relief  of  the  Terre  Haute  and  Richmond  Rail¬ 
road  Company,  and  of  the  Indiana  Central  Railway  Company. 

Approved  February  12,  1851. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of 
Indiana,  That  the  Terre  Haute  and  Richmond  Railroad  Company  and 
the  Indiana  Central  Railway  Company,  severally,  may  acquire  by  pur¬ 
chase  or  donation,  or  in  payment  for  or  subscription  for  stock  in  either 
of  said  companies,  any  lands  or  lots  in  the  vicinity  of  either  of  said  roads 
or  any  lateral  branch  thereof,  or  through  which  the  same  may  run,  or 
elsewhere,  so  far  as  the  same  may  be  deemed  advisable  or  necessary  by 
either  of  said  companies,  to  secure  the  right  of  way  or  aid  in  the  con¬ 
struction  or  furnishing  materials  for  such  roads  or  any  lateral  branch 
thereof,  and  may  hold,  convey  or  use  the  same  in  such  manner  as  either 
of  said  companies  may  deem  best  for  the  advancement  of  the  interests 
of  either  of  said  companies:  Provided,  that  none  of  said  branch  roads 
to  be  located  by  either  of  said  companies  shall  be  more  than  twenty 
miles  in  length:  And  provided,  no  such  lateral  branch  shall  be  con¬ 
structed  by  either  of  said  companies  to  connect  at  any  point  west  of 
the  west  line  of  the  county  of  Wayne  with  any  other  railroad  leading 
to  or  in  the  direction  of  Cincinnati,  Ohio,  and  either  of  said  companies 
are  authorized  to  locate  and  lease  the  use  and  right  of  way  of  any  of  said 
branch  roads  to  any  person,  body  corporate  or  politic. 

Sec.  2.  Either  of  said  companies  may  at  any  time  open  books  for  the 
subscription  and  transfer  of  stock  in  such  company  in  any  city  or  place 
in  the  United  States,  and  upon  such  terms  and  under  such  regulations 
as  such  company  may  prescribe. 

Sec.  3.  Either  of  said  companies  may  construct  or  aid  any  other 
company  in  constructing  any  lateral  branch  to  either  of  said  roads  in 
such  manner  as  will  facilitate  or  enhance  the  business  of  such  company 
by  reaching  any  iron  or  coal  mine,  stone  quarry,  or  other  point  from 
which  to  ship  any  ore,  coal,  stone,  timber,  lumber  or  other  freight  in 
the  best  and  most  economical  manner,  and  for  that  purpose  may  purchase 
or  receive  by  gift  any  such  lands  as  may  be  necessary  or  proper  for 
depots,  iron,  coal  or  other  mines  or  stone  quarries,  and  the  same  to 
open  and  work  in  such  manner  as  will  produce  the  largest  amount  of 
freights  on  either  of  said  roads,  or  at  any  lateral  branch  thereof. 

Sec.  4.  1  his  shall  be  a  public  act,  and  be  in  force  from  and  after  its 

passage. 

Local  Laws  of  Indiana,  1851,  chapter  156,  page  289. 


CORPORATE  HISTORY. 


415 


FIRST  MORTGAGE. 

Indiana  Central  Railway  Company  to  J.  F.  D.  Lanier,  Trustee. 

Dated  April  10,  1852. 

Securing  $600,000  bonds  of  $1000  each,  dated  May  1,  1852,  payable  Novem¬ 
ber  1,  1866,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  tenth  day  of  April,  in  the  year  one  thousand 
eight  hundred  and  fifty-two,  between  the  Indiana  Central  Railway  Com¬ 
pany,  a  corporation  duly  constituted  by  law  of  the  state  of  Indiana,  of 
the  first  part,  and  J.  F.  D.  Lanier,  of  the  city  of  New  York,  of  the 
second  part.  • 

Whereas,  The  parties  of  the  first  part,  pursuant  to  the  law  incorporat¬ 
ing  them,  are  engaged  in  constructing  a  railway  from  Indianapolis,  in 
the  state  of  Indiana,  east  along  and  near  the  line  of  the  National  road 
to  the  line  dividing  the  state  of  Indiana  and  Ohio  at  the  termination  of  the 
Dayton  and  Western  Railway;  and  for  that  purpose  need  and  have  re¬ 
solved  to  purchase  and  transport  iron  rails,  machinery,  etc.,  and  to  raise 
money  for  such  purchase  and  transportation  to  an  amount  not  exceed¬ 
ing  six  hundred  thousand  dollars,  and  in  order  to  secure  payment  therefor 
or  repayment  thereof  to  execute  within  the  present  year  certain  bonds, 
not  exceeding  six  hundred  in  number,  for  the  sum  of  one  thousand  dol¬ 
lars  each,  to  the  persons  who  may  purchase  the  same  or  furnishing  such 
rails,  machinery  and  materials  therefor,  payable  on  the  first  day  of 
November,  eighteen  hundred  and  sixty-six,  and  bearing  interest  at  the 
rate  of  seven  per  centum  per  annum,  payable  semi-annually  on  the  first 
day  of  November  and  of  each  May  ensuing  the  date  thereof  until  the 
principal  shall  be  paid,  to  be  on  an  equality,  so  far  as  regards  security 
for  the  payment  thereof  by  these  presents,  notwithstanding  the  same  may 
be  issued  at  different  times;  each  of  said  bonds  being  authenticated  by 
the  signature  of  the  president  and  the  seal  of  said  company,  and  con¬ 
taining  a  clause  permitting  the  holder  thereof  to  exchange  the  same  for 
shares  of  stock  in  said  railway  company  at  par  within  five  years  from 
its  date. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  parties  of  the 

first - ,  in  order  to  secure  the  payment  of  said  bonds  and  interest,  and 

in  consideration  of  the  sum  of  one  dollar  to  them  at  the  sealing  and 
delivery  hereof,  in  hand  paid  by  the  party  of  the  second  part,  the  receipt 
whereof  is  hereby  acknowledged,  have  granted,  bargained  and  sold, 
transferred  and  conveyed,  and  by  these  presents  do  grant,  bargain,  sell, 
transfer  and  convey  to  the  said  party  of  the  second  part,  his  successors 
in  the  trust  hereby  created  and  assigns,  all  the  following  present  and  here¬ 
after  to  be  acquired  property  of  the  parties  of  the  first  part,  that  is  to  say: 
their  railway,  made  or  to  be  made,  including  the  right  of  way  and  land 
occupied  thereby,  together  with  the  superstructure  and  tracks  thereon, 
and  all  rails  and  other  materials  used  thereon  or  procured  therefor,  in¬ 
clusive  of  the  iron  rails  purchased  or  to  be  purchased  or  paid  for  with 
the  above  described  bonds,  or  the  money  obtained  therefor;  bridges, 
viaducts,  culverts,  fences,  depot  grounds  and  buildings  thereon,  engines, 
tenders,  cars,  tools,  materials,  machinery,  contracts  and  all  personal 


416  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


property,  rights  or  interests  therein;  together  with  the  tolls,  rents  or 
income  to  be  had  or  levied  therefrom  and  all  franchises,  rights  and 
privileges  of  the  said  parties  of  the  first  part  of,  in  or 'to  or  concerning 
the  same.  But  nothing  herein  contained  shall  be  construed  to  prevent 
the  parties  of  the  first  part  from  selling  or  otherwise  disposing  of  any 
of  their  subscriptions  of  stock  or  other  property  received  in  payment  for 
stock  or  otherwise  and  not  necessary  to  be  retained  for  their  roadway,  de¬ 
pot  grounds,  stations  and  needful  and  convenient  use  of  said  railway,  nor 
from  collecting  moneys  due  on  subscriptions  of  stock;  provided  they 
shall  diligently  proceed  to  collect  and  faithfully  apply  all  such  means  to 
the  construction  and  equipment  of  said  railway;  and  provided  further, 
that  no  default  shall  have  been  made  in  the  payment  of  interest  or 
principal  of  any  of  the  above  described  bonds. 

To  have  and  to  hold  the  said  premises  and  every  part  thereof,  with  the 
appurtenances,  unto  the  said  party  of  the  second  part,  his  successors  in 
said  trust  and  assigns,  upon  the  following  trust,  that  is  to  say,  in  case 
the  said  parties  of  the  first  part  shall  fail  to  pay  the  principal,  or  any  part 
thereof,  or  any  interest  on  any  of  said  bonds  at  any  time  when  the  same 
may  become  due  and  payable,  according  to  the  tenor  thereof  when  de¬ 
manded,  then,  after  sixty  days  from  such  default,  upon  request  of  the 
holders  of  any  such  bonds,  the  party  of  the  second  part,  his  successors 
in  said  trust  or  assigns,  may  enter  into  and  take  possession  of  all  or  any 
part  of  said  premises;  and  as  the  attorney  in  fact  or  agent  of  said  parties 
of  the  first  part,  by  himself  or  agents  or  substitutes  duly  constituted, 
have,  use  and  employ  the  same,  making  from  time  to  time  all  needful 
repairs,  alterations  and  additions  thereto;  and  after  deducting  the 
necessary  expenses  of  such  use  and  repairs,  alterations  and  additions 
thereto,  apply  the  proceeds  thereof  to  the  payment  of  the  principal  and 
interest  of  all  said  bonds  remaining  unpaid;  or  the  said  party  of  the 
second  part,  his  successors  in  the  trusts  or  assigns,  at  his  or  their  dis¬ 
cretion,  may,  on  the  written  request  of  the  holders  of  at  least  one-half 
of  the  bonds  then  unpaid  and  unconverted  into  stock,  cause  the  said 
premises,  or  so  much  thereof  as  shall  be  necessary  to  pay  and  discharge 
the  principal  and  interest  of  all  such  of  said  bonds  as  may  then  be  un¬ 
paid  or  unconverted  as  aforesaid,  to  be  sold  at  public  auction,  in  the 
city  of  Indianapolis,  Indiana,  or  in  the  city  of  New  York,  giving  at  least 
forty  days’  notice  of  the  time  and  place  and  terms  of  such  sale,  and  of 
the  specific  property  to  be  sold,  by  publishing  the  same  in  two  news¬ 
papers  of  good  circulation  in  each  of  such  cities,  and  wherever  else 
required  by  law,-  and  execute  to  the  purchaser  or  purchasers  thereof  a 
good  and  sufficient  deed  of  conveyance  in  fee  simple  for  the  same,  which 
shall  be  a  bar  against  the  parties  of  the  first  part,  their  successors  and 
assigns,  and  all  persons  claiming  under  them,  of  all  right,  interest  or 
claim  in  or  to  said  premises,  or  any  part  thereof,  and  said  trustee  shall, 
after  deducting  from  the  proceeds  of  said  sale  the  costs  and  expenses 
thereof  and  of  managing  such  property,  apply  so  much  of  the  proceeds 
as  may  be  necessary  to  the  payment  of  said  principal  and  interest  due 
or  unpaid  on  said  bonds,  and  shall  restore  the  residue  thereof  to  the 
parties  of  the  first  part,  it  being  hereby  expressly  understood  that  in 


CORPORATE  HISTORY. 


41/ 


no  case  shall  any  claim  or  advantage  be  taken  of  any  valuation,  appraise¬ 
ment  or  extension  laws  by  the  parties  of  the  first  part,  nor  any  injunction 
or  stay  of  proceedings,  or  any  process  be  applied  for  or  obtained  by  them 
to  prevent  such  entry  or  sale  aforesaid.  And  the  said  parties  of  the  first 
part  hereby  covenant,  for  the  consideration  aforesaid,  to  execute  and 
deliver  any  further  reasonable  and  necessary  conveyance  of  the  premises, 
or  any  part  thereof,  to  the  said  party  of  the  second  part,  his  successors 
in  said  trust  or  assigns  for  more  fully  carrying  into  effect  the  objects 
hereof,  particularly  for  the  conveyance  of  any  property  subsequently 
to  the  date  hereof  acquired  by  said  parties  of  the  first  part  and  compre¬ 
hended  in  the  description  contained  in  these  presents.  And  the  said 
parties  of  the  first  part  hereby  further  covenant  as  aforesaid  that  the 
money  obtained  for  the  purposes  aforesaid  upon  said  bonds  shall  be 
faithfully  applied  to  the  purchase  and  transportation  of  iron  and  ma¬ 
chinery  for  said  railway  and  to  the  construction  of  said  railway,  and  the 
expenses  attending  such  loan  and  purchase,  and  that  said  iron  and  ma¬ 
chinery  so  purchased  shall  be  transported  and  used  with  due  diligence 
in  the  construction  and  furnishing  said  railway;  and  it  is  hereby  mutually 
agreed,  and  these  presents  are  upon  this  express  condition,  that  upon 
the  payment  of  the  principal  and  interest  of  said  bonds,  or  the  conversion 
thereof  into  stock  in  the  manner  named  in  said  bonds,  the  estate  hereby 
granted  to  said  party  of  the  second  part  shall  be  void,  and  the  right  to 
the  premises  hereby  conveyed  shall  revert  to  and  revest  in  the  said 
parties  of  the  first  part  without  any  acknowledgment  of  satisfaction,  re¬ 
conveyance,  re-entry  or  other  act. 

And  it  is  also  further  mutually  agreed,  that  the  said  party  of  the  second 
part,  his  successors  in  said  trust  and  assigns  shall  only  be  accountable 
for  reasonable  diligence  in  the  management  thereof,  and  shall  not  be 
responsible  for  the  acts  of  any  agents  employed  by  him  or  them  when 
such  agent  shall  be  selected  with  reasonable  discretion;  and  that  said 
party  of  the  second  part,  his  successors  in  said  trust  or  assigns  shall  be 
entitled  to  receive  proper  compensation  for  every  labor  or  service  per¬ 
formed  by  him  in  the  discharge  of  his  trust  in  case  he  shall  be  compelled 
to  take  possession  of  said  premises,  or  any  part  thereof,  or  manage  the 
same.  And  it  is  further  mutually  agreed,  that  in  case  of  the  death, 
mental  incapacity  or  resignation  of  said  party  of  the  second  part,  all 
his  estate,  right,  interest,  power  and  control  in  the  premises  shall  cease 
and  determine,  and  the  same  shall  from  thenceforth,  for  the  purpose 
aforesaid,  be  vested  in  James  Winslow.  And  all  and  singular  the  trusts 
and  duties  hereinbefore  enumerated  shall  devolve  on  the  said  James 
Winslow,  of  the  city  of  New  York.  And  in  case  of  the  death,  in¬ 
capacity  or  resignation  of  the  said  James  Winslow,  after  the  trust  hereby 
created  shall  have  devolved  upon  him,  the  said  parties  of  the  first  part 
shall  have  the  right  to.  or  in  default  of  their  taking  proceedings  therefor 
for  thirty  days,  the  holders  of  a  majority  of  said  bonds  may  apply  to 
the  Circuit  Court  of  any  county  in  the  state  of  Indiana  into  or  through 
which  said  railway  is  located  to  appoint  a  new  trustee,  resident  in  the 
city  of  New  York,  to  supply  his  place;  and  thereupon  such  new  trustee 
shall  become  invested,  for  the  purpose  aforesaid,  with  all  the  rights  and 
27 


418  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


interest  hereby  conveyed  to  or  vested  in  the  said  party  of  the  second 
part,  without  any  further  conveyance  or  assurance  for  the  same.  But 
if  the  same  shall  be  necessary,  both  or  either  of  the  parties  hereto  shall 
execute  any  necessary  releases  or  conveyances  for  that  purpose. 

In  witness  whereof,  the  parties  of  the  first  part  have  caused  these 
presents  to  be  signed  by  their  president  and  their  corporate  seal  to  be 
hereto  affixed,  and  the  said  party  of  the  second  part  has  set  his  hand  and 
seal  the  day  and  year  first  above  written. 

JOHN  S.  NEWMAN,  President. 

Countersigned: 

J.  F.  D.  LANIER,  Trustee. 

Witness: 

JAMES  WINSLOW, 

L.  C.  WINSLOW. 

Acknowledged  before  John  M.  Commons,  notary  public,  Wayne  county, 
Indiana,  April  io,  1852. 


Satisfaction  of  Mortgage. 

By  order  of  the  Circuit  Court  of  Marion  county,  Indiana,  of  January 
2  1885,  Edward  Daniels,  special  master  commissioner,  executed  a  release 
of  this  mortgage,  which  was  recorded  in  Marion  county,  July  18,  1885, 
Mortgage  Record  139,  page  422;  Hancock  county,  June  2,  1885;  also  in 
Henry  and  Wayne  counties  in  May,  1885. 


SUPPLEMENTARY  MORTGAGE. 

Indiana  Central  Railway  Company  to  James  F.  D.  Lanier,  Trustee. 

Dated  April  10,  1856. 

Supplementary  to  first  mortgage  of  April  10,  1852. 

Whereas,  Heretofore,  to  wit,  on  the  tenth  day  of  April,  eighteen  hun¬ 
dred  and  fifty-two,  the  Indiana  Central  Railway  Company,  a  corporation 
duly  constituted  by  law  of  the  state  of  Indiana,  executed  their  certain 
deed  of  mortgage  to  James  F.  D.  Lanier,  of  the  city  of  New  York,  as 
trustee,  in  the  words  and  figures  following,  vi'fc.: 

This  indenture,  made  this  tenth  day  of  April,  in  the  year  one  thousand 
eight  hundred  and  fifty-two,  between  the  Indiana  Central  Railway  Com¬ 
pany,  a  corporation  duly  constituted  by  the  law  of  the  state  of  Indiana, 
of  the  first  part,  and  of  J.  F.  D.  Lanier,  of  the  city  of  New  York,  of  the 
second  part. 

Whereas,  The  parties  of  the  first  part,  pursuant  to  the  law  incorporat¬ 
ing  them,  are  engaged  in  constructing  a  railway  from  Indianapolis,  in 
the  state  of  Indiana,  east  along  and  near  the  line  of  the  National  road 
to  the  line  dividing  the  state  of  Indiana  and  Ohio  at  the  termination  of 
the  Dayton  and  Western  Railway;  and  for  that  purpose  need  and  have 
resolved  to  purchase  and  transport  iron  rails,  machinery,  etc.  And  to 
raise  money  for  such  purchase  and  transportation  to  an  amount  not 
exceeding  six  hundred  thousand  dollars;  and  in  order  to  secure  payment 


CORPORATE  HISTORY. 


419 


therefor,  or  repayment  thereof,  to  execute  within  the  present  year  certain 
bonds,  not  exceeding  six  hundred  in  number,  for  the  sum  of  one  thou¬ 
sand  dollars  each,  to  the  persons  who  may  purchase  the  same  or  furnish¬ 
ing  such  rails,  machinery  and  materials  therefor,  payable  on  the  first  day 
of  November,  eighteen  hundred  and  sixty-six,  and  bearing  interest  at 
the  rate  of  seven  per  centum  per  annum,  payable  semi-annually  on  the 
first  day  of  each  November  and  of  each  May  ensuing  the  date  thereof 
until  the  principal  shall  be  paid,  to  be  on  an  equality,  so  far  as  regards 
security  for  the  payment  thereof,  by  these  presents,  notwithstanding  the 
same  may  be  issued  at  different  times,  each  of  said  bonds  being  authen¬ 
ticated  by  the  signature  of  the  president  and  the  seal  of  said  company, 
and  containing  a  clause  permitting  the  holder  thereof  to  exchange  the 
same  for  shares  of  stock  in  said  railway  company  at  par,  within  six  years 
from  this  date. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  parties  of  the 
first  part,  in  order  to  secure  the  payment  of  said  bonds  and  interest,  and 
in  consideration  of  one  dollar  to  them  at  the  sealing  and  delivery  hereof 
in  hand  paid  by  the  party  of  the  second  part,  the  receipt  whereof  is 
hereby  acknowledged,  have  granted,  bargained,  sold,  transferred  and 
conveyed,  and  by  these  presents  do  grant,  bargain,  sell,  transfer  and 
convey  to  the  said  party  of  the  second  part,  his  successors  in  the  trust 
hereby  created,  and  his  assigns  all  the  following  present  and  hereafter 
to  be  acquired  property  of  the  parties  of  the  first  part,  that  is  to  say, 
their  railway,  made  or  to  be  made,  including  the  right  of  way  and  land 
occupied  thereby;  together  with  the  superstructure  and  tracks  thereon, 
and  all  rails  and  other  materials  used  thereon  or  procured  therefor,  in¬ 
clusive  of  the  iron  rails  purchased  or  to  be  purchased  or  paid  for  with 
the  above  described  bonds,  or  the  money  obtained  therefor,  bridges, 
viaducts,  culverts,  fences,  depot  grounds,  and  buildings  thereon,  engines, 
tenders,  cars,  tools,  materials,  machinery,  contracts,  and  all  personal 
property,  rights  or  interest  therein;  together  with  the  tolls,  rents  or 
income  to  be  levied  therefrom,  and  all  franchises,  rights  and  privileges 
of  the  said  parties  of  the  first  part,  of,  in  or  to  or  concerning  the  same. 
But  nothing  herem  contained  shall  be  construed  to  prevent  the  parties 
of  the  first  part  from  selling  or  otherwise  disposing  of  any  of  their  sub¬ 
scriptions  of  stock  or  other  property  received  in  payment  for  stock  or 
otherwise  and  not  necessary  to  be  retained  for  their  roadway,  depot 
grounds,  stations  and  the  needful  and  convenient  use  of  said  railway,  nor 
from  collecting  money  due  on  subscriptions  of  stock,  provided  they  shall 
diligently  proceed  to  collect  and  faithfully  apply  all  such  means  for  the 
construction  and  equipment  of  said  railway;  and  provided  further,  that 
no  default  shall  have  been  made  in  the  payment  of  interest  or  principal 
of  any  of  the  above  described  bonds. 

To  have  and  to  hold  the  said  premises  and  every  part  thereof,  with 
the  appurtenances,  unto  the  said  party  of  the  second  part,  his  successors 
in  trust  and  assigns  upon  the  following  trust,  that  is  to  say:  in  case  the 
said  parties  of  the  first  part  shall  fail  to  pay  the  principal,  or  any  part 
thereof,  or  any  interest  on  any  of  said  bonds  at  any  time  when  the  same 
may  become  due  and  payable,  according  to  the  tenor  thereof,  when 


420  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


demanded,  then,  after  sixty  days  from  such  default,  upon  request  of 
the  holder  of  any  of  such  bonds,  the  party  of  the  second  part,  his  suc¬ 
cessors  in  said  trust  or  assigns,  may  enter  into  and  take  possession  of  all 
or  any  part  of  said  premises,  and  as  the  attorney  in  fact  or  agent  of  said 
parties  of  the  first  part,  by  himself  or  agents,  or  substitutes  duly  con¬ 
stituted,  have,  use  and  employ  the  same;  making,  from  time  to  time,  all 
needful  repairs,  alterations  and  additions  thereto;  and  after  deducting 
the  necessary  expenses  of  such  use,  repairs  and  additions  thereto,  apply 
the  proceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all 
such  bonds  remaining  unpaid;  or  the  said  party  of  the  second  part,  his 

successors  in  the  trust  or  assigns,  at  his  or  their  discretion,  may,  on  the 

written  request  of  the  holders  of  at  least  one-half  of  the  bonds  then  un¬ 
paid  and  unconverted  into  stock,  cause  the  said  premises,  or  so  much 

thereof  as  shall  be  necessary  to  pay  and  discharge  the  principal  and  in¬ 
terest  of  all  such  bonds  as  may  then  be  unpaid  or  unconverted  as  afore¬ 
said,  to  be  sold  at  public  auction  in  the  city  of  Indianapolis,  Indiana,  or 
in  the  city  of  New  York,  giving  at  least  forty  days’  notice  of  the  time  and 
place  and  terms  of  such  sale,  and  of  the  specific  property  to  be  sold  by 
publishing  the  same  in  two  newspapers  of  good  circulation  in  each  of  said 
cities,  and  wherever  else  required  by  law,  and  execute  to  the  purchaser 
or  purchasers  thereof  a  good  and  sufficient  deed  of  conveyance  in  fee 
simple  for  the  same,  which  shall  be  a  bar  against  the  parties  of  the  first 
part,  their  successors  and  assigns,  and  all  persons  claiming  under  them 
of  all  right,  interest  or  claim  in  or  to  said  premises,  or  any  part  thereof; 
and  said  trustee  shall,  after  deducting  from  the  proceeds  of  said  sale  the 
costs  and  expenses  thereof  and  of  managing  such  property,  apply  so 
much  of  the  proceeds  as  may  be  necessary  to  the  payment  of  said  prin¬ 
cipal  and  interest  due  or  unpaid  on  said  bonds,  and  shall  restore  the 
residue  thereof  to  the  parties  of  the  first  part;  it  being  hereby  expressly 
understood,  that  in  no  case  shall  any  claim  or  advantage  be  taken  of  any 
valuation,  appraisement  or  extension  laws  by  the  parties  of  the  first  part; 
nor  any  injunction  or  stay  of  proceedings  or  any  process  be  applied  for 
cr  obtained  by  them  to  prevent  such  entry  or  sale  aforesaid. 

And  the  said  parties  of  the  first  part  hereby  covenant,  for  the  con¬ 
sideration  aforesaid,  to  execute  and  deliver  any  further  reasonable  con¬ 
veyance  of  the  premises,  or  any  part  thereof,  to  the  said  party  of  the 
second  part,  his  successors  in  said  trust  or  assigns  for  more  fully  carry¬ 
ing  into  effect  the  objects  hereof,  particularly  for  the  conveyance  of  any 
property  subsequently  to  the  date  hereof  acquired  by  said  parties  of  the 
first  part  and  comprehended  in  the  description  contained  in  these  premises. 

And  the  said  parties  of  the  first  part  hereby  further  covenant  as  afore¬ 
said  that  the  money  obtained  for  the  purposes  aforesaid  upon  said  bonds 
shall  be  faithfully  applied  to  the  purchase  and  transportation  of  iron  and 
machinery  for  said  railway  and  to  the  construction  of  said  railway,  and 
the  expenses  attending  such  loan  and  purchase,  and  that  said  iron  and 
machinery  so  purchased  shall  be  transported  and  used  with  due  diligence 
in  the  construction  and  finishing  said  railway. 

And  it  is  hereby  mutually  agreed,  and  these  presents  are  upon  this  ex¬ 
press  condition,  that  on  the  payment  of  the  principal  and  interest  of  said 


CORPORATE  HISTORY. 


421 


bonds,  or  the  conversion  thereof  into  stock  in  the  manner  named  in  said 
bonds,  the  estate  hereby  granted  to  said  party  of  the  second  part  shall 
be  void,  and  the  right  to  the  premises  hereby  conveyed  shall  revert  to 
and  revest  in  said  parties  of  the  first  part  without  any  acknowledgment 
of  satisfaction,  reconveyance,  re-entry  or  other  act. 

And  it  is  also  further  mutually  agreed,  that  the  said  party  of  the  second 
part,  his  successors  in  said  trust  and  assigns  shall  only  be  accountable 
for  reasonable  diligence  in  the  management  thereof,  and  shall  not  be 
responsible  for  the  acts  of  any  agent  employed  by  him  or  them  where 
such  agent  shall  be  selected  with  reasonable  discretion,  and  that  said 
party  of  the  second  part,  his  successors  in  said  trust  or  assigns  shall  be 
entitled  to  receive  proper  compensation  for  every  labor  or  service  per¬ 
formed  by  him  in  the  discharge  of  his  trust,  in  case  he  shall  be  com¬ 
pelled  to  take  possession  of  said  premises,  or  any  part  thereof,  or  manage 
the  same. 

And  it  is  further  mutually  agreed,  that  in  case  of  the  death,  mental 
incapacity  or  resignation  of  said  party  of  the  second  part,  all  his  estate, 
right,  interest,  power  and  control  in  the  premises  shall  cease  and  deter¬ 
mine,  and  the  same  shall  be  thenceforth,  for  the  purposes  aforesaid,  be 
vested  in  James  Winslow,  and  all  and  singular  the  trusts  and  duties  here¬ 
inbefore  enumerated  shall  devolve  on  the  said  James  Winslow,  of  the 
city  of  New  York.  And  in  case  of  the  death,  incapacity  or  resignation  of 
the  said  James  Winslow,  after  the  trust  hereby  created  shall  have  de¬ 
volved  upon  him,  the  said  parties  of  the  first  part  shall  have  the  right  to, 
or  in  default  of  their  taking  proceedings  therefor  for  thirty  days,  the 
holders  of  a  majority  of  said  bonds  may  apply  to  the  Circuit  Court  of 
any  county  in  the  state  of  Indiana  into  or  through  which  said  railway 
is  located  to  appoint  a  new  trustee,  resident  in  the  city  of  New  York,  to 
supply  his  place;  and  thereupon  such  new  trustee  shall  become  invested, 
for  the  purposes  aforesaid,  with  all  the  rights  and  interests  hereby  con¬ 
veyed  or  vested  in  the  said  party  of  the  second  part  without  any  further 
conveyance  or  assurance  for  the  same.  But  if  the  same  shall  be  neces¬ 
sary,  both  or  either  of  the  parties  hereto  shall  execute  any  necessary 
releases  or  conveyances  for  that  purpose. 

Which  said  mortgage  was  duly  acknowledged  and  recorded  in  the 
counties  through  which  said  Indiana  Central  Railway  was  and  is  located; 
and  whereas  said  railway  has  been  constructed  and  completed,  and  said 
company  have  purchased  and  put  in  use  a  large  amount  of  locomotive 
engines,  cars  and  rolling  machinery,  and  some  additional  depot  grounds, 
which  it  is  doubted  whether  in  law  they  passed  by  virtue  of  said  mortgage. 

Now,  therefore,  this  indenture  of  further  assurance,  executed  pursuant 
to  the  covenant  to  that  effect  in  said  mortgage  this  tenth  day  of  April, 
eighteen  hundred  and  fifty-six,  witnesseth,  That  the  said  Indiana  Central 
Railway  Company,  in  consideration  of  the  premises  set  forth  in  said 
mortgage,  and  of  the  covenants  and  agreements  therein  and  of  the  sum 
of  one  dollar  to  them  by  the  said  James  F.  D.  Lanier  at  the  ensealing 
hereof,  have  granted,  bargained,  sold,  transferred,  conveyed  and  assured, 
and  by  these  presents  do  grant,  bargain,  sell,  transfer,  convey  and  assure 
to  the  said  James  F.  D.  Lanier  and  his  successors  in  the  trust  created 


422  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

by  said  deed  of  mortgage  and  his  assigns,  all  the  following  described 
property  of  said  railway  company,  that  is  to  say,  their  railway,  right  of 
way  and  land  occupied  thereby;  together  with  the  superstructure  and 
tracks  thereon,  and  all  rails,  chairs,  spikes  and  materials  used  thereon, 
bridges,  viaducts,  culverts,  fences,  depot  grounds  and  buildings  thereon, 
engines,  tenders,  cars,  materials,  machinery  and  all  personal  property, 
rights  or  interest  therein;  together  with  all  the  tolls,  rents  or  income 
to  be  had  or  levied  therefrom,  and  all  franchises,  rights  and  privileges 
of  the  said  railway  company  of,  in  or  to  or  concerning  the  same.  But 
nothing  herein  contained  shall  be  construed  to  prevent  said  railway 
company  from  selling  or  otherwise  disposing  of  any  other  property 
received  in  payment  for  stock  or  otherwise  and  not  necessary  to  be  re¬ 
tained  for  their  roadway,  depot  grounds,  stations  and  the  needful  and 
convenient  use  of  said  railway,  or  from  collecting  or  receiving  any 
moneys  due  or  payable  to  them. 

To  have  and  to  hold  said  premises  and  every  part  thereof  unto  the  said 
James  F.  D.  Lanier,  his  successors  and  assigns  in  said  trust  upon  the 
trust  and  conditions  only  in  said  deed  of  mortgage  herein  recited,  set 
forth  with  the  same  rights,  privileges  and  powers  therein  granted,  given 
and  passed  and  to  which  the  parties  hereto  refer  and  agree  shall  be  the 
conditions,  rights,  privileges  and  powers  of  the  said  James  F.  D.  Lanier, 
his  successors  and  assigns  in  said  trust  under  this  deed,  so  as  to  invest 
him,  his  successors  and  assigns  in  said  trust  fully  with  all  the  rights,  privi¬ 
leges  and  powers  as  to  all  property,  rights  and  privileges  acquired  by 
said  railway  company  for  the  uses  and  purposes  herein  set  forth  after 
the  execution  of  said  mortgage  deed  and  is  therein  given,  granted  and 
conveyed  as  to  such  property,  rights  and  privileges  then  held,  acquired 
and  belonging  to  said  railway  company,  and  in  said  deed  of  mortgage 
referred  to  and  described  as  property  thereafter  to  be  acquired  for  the 
uses  and  purposes  therein  described. 

In  witness  whereof,  the  Indiana  Central  Railway  Company  have  caused 
these  presents  to  be  signed  by  their  president  and  their  corporate  seal 
to  be  affixed  hereto,  and  the  said  James  F.  D.  Lanier  has  set  his  hand 
and  seal  the  day  and  year  above  written. 

JOHN  S.  NEWMAN,  President. 

J.  F.  D.  LANIER,  Trustee. 

Attest: 

JOHN  M.  COMMONS,  Secretary. 

Acknowledged  before  John  M.  Commons,  notary  public,  Indianapolis, 
Ind.,  April  io,  1856. 

The  following  is  a  schedule  of  the  principal  articles  of  personal  prop¬ 
erty  enumerated  in  the  foregoing  deed  of  further  assurance,  viz. :  14 
locomotive  engines  and  their  tenders,  named  as  follows,  to  wit:  William 
Butler,  Dublin  Poney,  James  P.  Toley,  Samuel  Hannah,  Hoosier  Poney, 
Indiana,  C.  B.  Jackson,  J.  R.  Mendenhall,  S.  Meredith,  H.  C.  Moore, 
J.  S.  Newman,  Oleo  Wayne,  Charles  Parry  and  Thomas  Tyner;  12  pas¬ 
senger  cars,  lettered  D,  E.  F,  G,  H,  I,  J,  K,  L,  M,  N,  O,  3  baggage  cars; 
65  house  or  box  cars,  numbered  from  51  to  1 1 5,  both  numbers  inclusive; 


CORPORATE  HISTORY. 


423 


70  cattle,  hog  and  platform  cars,  without  numbers,  but  each  lettered 
“  I.  C.  R.  W.”;  12  side  dumping  cars,  lettered  in  the  same  way;  30  centre 
dumping  gravel  cars,  without  letters  or  numbers. 

Executed  and  appended  to  the  foregoing  deed  of  further  assurance, 
April  10th,  1856. 

JOHN  S.  NEWMAN,  President. 
Recorded,  September  2nd,  1856,  Marion  county,  Ind. 


SECOND  MORTGAGE. 

Indiana  Central  Railway  Company  to  J.  F.  D.  Lanier,  Trustee. 

Dated  October  1,  1856. 

Securing  $700,000  bonds,  dated  January  1,  1857,  payable  January  1,  1882, 

bearing  10  per  cent,  interest. 

This  indenture,  made  this  first  day  of  October,  in  the  year  one  thousand 
eight  hundred  and  fifty-six,  between  the  Indiana  Central  Railway  Com¬ 
pany,  a  corporation  constituted  by  law  of  the  state  of  Indiana,  of  the  first 
part,  and  J.  F.  D.  Lanier,  of  the  city  of  New  York,  of  the  second  part. 

Whereas,  the  parties  of  the  first  part,  pursuant  to  the  law  incorporating 
them,  have  constructed  their  railway  from  Indianapolis,  in  the  state  of 
Indiana,  to  the  line  dividing  the  states  of  Indiana  and  Ohio,  at  the  ter¬ 
mination  of  the  Dayton  and  Western  Railway,  and  have  acquired  the 
right  of  way  and  depot  grounds,  and  have  purchased,  transported  and 
laid  in  their  main  track,  side  tracks  and  turnouts,  iron  rails,  chairs  and 
spikes,  and  have  purchased  and  placed  on  said  railway  a  good  equipment 
cf  locomotives,  engines,  passenger,  baggage  and  freight  cars,  and  have 
said  railway  now  in  successful  operation.  And  for  this  purpose  have 
borrowed  money  of  divers  persons  to  the  amount  of  thirteen  hundred 
thousand  dollars,  six  hundred  thousand  dollars  of  which  is  secured  by  a 
first  mortgage  on  said  railway,  right  of  way,  depot  grounds,  depots, 
rolling  stock  and  machinery,  and  dated  the  tenth  day  of  April,  one  thou¬ 
sand  eight  hundred  and  fifty-two,  and  to  which  this  is  subject.  And  in 
order  to  secure  the  payment  of  the  remaining  seven  hundred  thousand 
dollars,  the  parties  of  the  first  part  propose  to  execute  within  the  pres¬ 
ent  year  certain  bonds,  not  exceeding  six  hundred  in  number,  of  one 
thousand  dollars  each,  and  two  hundred  in  number  of  five  hundred  dollars 
each,  payable  to  the  party  of  the  second  part  or  bearer,  on  the  first  day 
of  January,  one  thousand  eight  hundred  and  eighty-two,  and  bearing 
interest  at  the  rate  of  ten  per  centum  per  annum,  payable  semi-annually 
on  the  first  day  of  each  July  and  of  each  January  ensuing  the  date  thereof, 
until  the  principal  sums  shall  be  paid,  to  be  on  an  equality,  so  far  as 
regards  security  for  the  payment  thereof  by  these  presents,  notwithstand¬ 
ing  the  same  may  be  issued  at  different  times,  each  of  the  bonds  being 
authenticated  by  the  signature  of  the  president  and  the  seal  of  the  com¬ 
pany,  and  countersigned  by  the  said  J.  F.  D.  Lanier,  trustee,  or  his  suc¬ 
cessor  in  the  trust,  and  containing  a  clause  permitting  the  holder  to 
exchange  the  same  for  shares  of  stock  in  said  railway  company,  at  par, 
within  five  years  from  its  date.  And  that  said  company  may,  at  their 


424  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


option,  at  any  time  after  the  expiration  of  five  years  from  the  date  of 
said  bonds,  pay  off  and  discharge  said  bonds,  or  any  of  them,  by  paying 
the  principal  sums  and  accrued  interest  to  the  time  of  such  payment, 
they  giving  sixty  days’  notice  of  such  intended  payment  prior  to  the 
payment  of  the  same,  semi-annual  installment  of  interest  in  some  daily 
newspaper  published  in  the  city  of  New  York. 

Now,  therefore,  this  indenture  witnesseth,  That  the  parties  of  the  first 
part,  in  order  to  secure  the  payment  of  said  six  hundred  bonds  of  one 
thousand  dollars  each  and  interest,  and  also  said  two  hundred  bonds  of 
five  hundred  dollars  each  and  interest,  and  in  consideration  of  one  dollar 
to  them  at  the  ensealing  and  delivery  hereof,  in  hand  paid,  by  the  said 
party  of  the  second  part,  the  receipt  of  which  is  hereby  acknowledged, 
have  granted,  bargained,  sold,  transferred  and  conveyed,  and  by  these 
presents  do  grant,  bargain,  sell,  transfer  and  convey  to  the  said  party 
of  the  second  part,  his  successors  in  the  trust  hereby  created  and  assigns, 
all  the  present  and  hereafter  to  be  acquired  property  of  the  parties  of  the 
first  part,  that  is  to  say,  their  said  railway,  including  the  right  of  way 
and  lands  occupied  thereby,  together  with  the  superstructure  and  tracks 
thereon  and  all  rails  and  other  materials  thereon  or  procured  therefor, 
inclusive  of  the  iron  rails  now  and  hereafter  to  be  laid,  or  used  thereon, 
bridges,  viaducts,  culverts,  fences,  depot  grounds  and  buildings  thereon, 
engines,  tenders,  cars,  tools,  machinery,  contracts  and  all  personal  prop¬ 
erty,  rights  or  interest  therein,  together  with  the  tolls,  rents  or  incomes 
to  be  had  or  levied  therefrom,  and  all  franchises,  rights  and  privileges 
of  the  said  parties  of  the  first  part  of,  in  or  to  the  same.  But  nothing 
herein  contained  shall  be  construed  to  prevent  the  parties  of  the  first  part 
from  selling  or  otherwise  disposing  of  any  property  received  in  payment 
of  stock  or  otherwise,  and  not  necessary  to  be  retained  for  their  roadway, 
depot  grounds,  stations  and  the  needful  and  convenient  use  of  said  railway, 
nor  from  collecting  and  using  in  a  proper  manner  any  moneys  due  them. 
Provided  that  no  default  shall  have  been  made  in  the  payment  of  interest 
or  any  part  of  the  principal  of  any  of  the  above  described  bonds. 

To  have  and  to  hold  said  premises  and  every  part  thereof,  with  the 
appurtenances,  unto  the  said  party  of  the  second  part,  his  successors  in 
the  trust  and  assigns  upon  the  following  trust,  that  is  to  say,  in  case  the 
said  parties  of  the  first  part  shall  fail  to  pay  the  principal,  or  any  part 
thereof,  or  any  interest  on  any  of  said  bonds  at  any  time  when  the  same 
may  become  due  and  payable,  according  to  the  tenor  thereof,  when 
demanded,  then,  after  sixty  days  from  such  default,  upon  the  request 
of  the  holder  of  any  such  bonds,  the  party  of  the  second  part,  his  suc¬ 
cessors  in  said  trust  or  assigns,  may  enter  into  and  take  possession  of 
all  or  any  part  of  such  premises;  and  as  the  attorney  in  fact  or  agent  of 
the  said  parties  of  the  first  part,  by  himself  or  agents  or  substitutes  duly 
constituted,  have,  use  and  employ  the  same,  making,  from  time  to  time, 
all  needful  repairs,  alterations  and  additions  thereto,  and  after  deducting 
the  necessary  expenses  of  such  use,  repairs,  alterations  and  additions 
thereto,  apply  the  proceeds  thereof  to  the  payment  of  the  principal  and 
interest  of  all  of  said  bonds  remaining  unpaid;  or  the  said  party  of  the 
second  part,  his  successors  in  said  trust  or  assigns,  at  his  or  their  dis- 


CORPORATE  HISTORY. 


425 


cretion,  may,  on  the  written  request  of  the  holders  of  at  least  one-half 
of  the  bonds  then  unpaid  and  unconverted  as  aforesaid  into  stock,  cause 
the  said  premises,  or  so  much  thereof  as  shall  be  necessary  to  pay  and 
discharge  the  principal  and  interest  of  all  such  of  said  bonds  as  may  then 
remain  unpaid  or  unconverted  as  aforesaid,  to  be  sold  at  public  auction 
in  the  city  of  Indianapolis,  Indiana,  or  the  city  of  New  York,  giving  at 
least  forty  days’  notice  of  the  time,  place  and  terms  of  such  sale,  and  of 
the  specific  property  to  be  sold,  by  publishing  the  same  in  two  news¬ 
papers  of  good  circulation  in  each  of  said  cities  and  wherever  else  required 
by  law,  and  execute  to  the  purchaser  or  purchasers  thereof  a  good  and 
sufficient  deed  of  conveyance  in  fee  simple  for  the  same,  which  shall  be 
a  bar  against  the  parties  of  the  first  part,  their  successors  and  assigns, 
and  all  persons  claiming  under  them  of  all  right,  interest  or  claim  in  or 
to  the  said  premises  or  any  part  thereof.  And  said  trustee  shall,  after 
deducting  from  the  proceeds  of  said  sale  the  costs  and  expenses  thereof, 
and  of  managing  such  property,  apply  so  much  of  the  proceeds  as  may 
be  necessary  to  the  payment  of  said  principal  and  interest  due  or  unpaid 
on  said  bonds  and  shall  restore  the  residue  thereof  to  the  parties  of  the 
first  part.  It  being  expressly  understood  that  in  no  case  shall  any  claim 
or  advantage  be  taken  of  any  valuation,  appraisement  or  extension  laws 
by  the  parties  of  the  first  part,  nor  any  injunction  or  stay  of  proceedings 
or  any  process  be  applied  for  or  obtained  by  them  to  prevent  such  entry 
or  sale  aforesaid.  And  it  is  further  agreed  expressly  by  the  parties  of 
the  first  part,  that  in  default  of  the  payment  of  any  interest  on  any  of  said 
bonds,  within  ninety  days  after  maturity  and  demand  of  payment  of  such 
interest,  then  and  in  that  case  the  principal  sum  or  sums  of  such  bonds 
shall  immediately  become  due  and  payable  and  as  though  the  entire  time 
of  payment  had  elapsed. 

And  the  said  parties  of  the  first  part  hereby  covenant,  for  the  con¬ 
sideration  aforesaid,  to  execute  and  deliver  any  further  reasonable  and 
necessary  conveyance  of  the  premises  or  any  part  thereof  to  the  said  party 
of  the  second  part,  his  successors  in  the  trust  or  assigns  for  more  fully 
carrying  into  effect  the  objects  hereof,  particularly  for  the  conveyance 
of  any  property  subsequently  to  the  date  hereof,  acquired  by  the  said 
parties  of  the  first  part  and  comprehended  in  the  description  contained 
in  these  premises. 

And  it  is  hereby  mutually  agreed,  and  these  presents  are  on  this  ex¬ 
press  condition,  that  on  the  payment  of  the  principal  and  interest  of 
said  bonds,  or  the  conversion  thereof,  into  stock  in  the  manner  specified 
in  said  bonds,  the  estate  hereby  granted  to  said  party  of  the  second  part 
shall  be  void,  and  the  right  to  the  premises  hereby  conveyed  shall  revert 
to  and  revest  in  the  said  party  of  the  first  part,  without  any  acknowl¬ 
edgment  of  satisfaction,  reconveyance,  re-entry  or  other  act.  And  it  is 
further  mutually  agreed  that  the  said  party  of  the  second  part,  his 
successors  in  said  trust  and  assigns,  shall  have  power  to  appoint  such 
agents  under  him  for  the  performance  of  any  duties  that  may  devolve 
on  him  under  this  deed,  as  he  in  his  sound  discretion  may  deem  neces¬ 
sary,  and  he  shall  only  be  accountable  for  reasonable  diligence  in  the 
management  of  said  trust  and  shall  not  be  responsible  for  the  acts  of 


426  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

any  agents  employed  by  him  or  them,  where  such  agent  shall  be  selected 
with  reasonable  discretion;  and  that  said  party  of  the  second  part,  his 
successors  in  said  trust  or  assigns,  shall  be  entitled  to  receive  proper 
compensation  for  every  further  labor  or  service  performed  by  him  in  the 
discharge  of  his  trust,  in  case  he  shall  be  compelled  to  take  possession 
of  said  premises,  or  any  part  thereof,  or  manage  the  same. 

And  it  is  further  mutually  agreed  that  in  case  of  the  death,  mental  in¬ 
capacity  or  resignation  of  said  party  of  the  second  part,  all  his  estate, 
right,  interest,  power  and  control  in  the  premises  shall  cease  and  de¬ 
termine,  and  the  same  shall  from  thenceforth,  for  the  purposes  aforesaid, 
be  vested  in  James  Winslow. 

And  in  case  of  the  death,  incapacity  or  resignation  of  the  said  James 
Winslow,  after  the  trust  hereby  created  shall  have  devolved  on  him,  the 
parties  of  the  first  part  shall  have  the  right  to,  or  in  default  of  their  taking 
the  necessary  steps  and  proceedings  for  that  purpose,  the  holders  of  a 
majority  of  the  said  bonds  may  apply  to  the  Circuit  Court  of  any  county 
in  the  state  of  Indiana  into  or  through  which  said  railway  is  located,  to 
appoint  a  new  trustee,  resident  in  the  city  of  New  York,  to  supply  his 
place,  and  thereupon  such  new  trustee  shall  become  invested,  for  the  pur¬ 
poses  aforesaid,  with  all  the  rights,  powers  and  interests  hereby  conveyed 
to  or  vested  in  said  party  of  the  second  part,  without  any  further  con¬ 
veyance  or  assurance  for  the  same.  But  if  the  same  shall  be  necessary, 
both  or  either  of  the  parties  hereto  shall  execute  any  necessary  releases 
or  conveyances  for  that  purpose. 

In  witness  whereof,  the  parties  of  the  first  part  have  caused  these 
presents  to  be  signed  by  their  president,  and  their  corporate  seal  to  be 
hereto  affixed.  And  the  said  party  of  the  second  part  has  set  his  hand 
and  seal  the  day  and  year  as  first  above  written. 

Lseal]  JOHN  S.  NEWMAN,  President. 

Acknowledged  before  James  Hooker,  notary  public,  Marion  county, 
Indiana,  October  7,  1856. 

Recorded,  Marion  county,  Indiana,  November  27,  1856,  Mortgage 
Record  “  DD,”  page  495. 

SATISFACTION  OF  MORTGAGE. 

All  of  the  bonds  secured  by  this  mortgage,  except  No.  93  of  the  $1000 
bonds  and  No.  35  of  the  $500  bonds,  were  destroyed  by  Edward  Daniels, 
special  commissioner,  by  order  Circuit  Court,  Marion  county,  Indiana, 
January  2,  1885.  Satisfaction  of  mortgage  recorded  in  Marion  county, 
Indiana,  July  18,  1885,  Mortgage  Record  139,  page  424;  Hancock  county, 
June  2,  1885,  Mortgage  Record  Q,  page  280;  Henry  county,  May  20. 
1885,  Mortgage  Record  4,  page  47;  Wayne  county,  May  13,  1885,  Mort¬ 
gage  Record  6,  page  361. 


CORPORATE  HISTORY. 


427 


COLUMBUS  AND  INDIANAPOLIS  CENTRAL  RAIL¬ 
WAY  COMPANY.1 

ARTICLES  OE  CONSOLIDATION. 

Between  the  Columbus  and  Indianapolis  Railroad  Company  and 
the  Indiana  Central  Railway  Company  under  the  Name  of  the 
Columbus  and  Indianapolis  Central  Railway  Company. 

Articles  of  consolidation,  made  and  entered  into  this  tenth  day  of  Au¬ 
gust,  A.  D.  one  thousand  eight  hundred  and  sixty-four,  between  the 
Columbus  and  Indianapolis  Railroad  Company,  a  corporation  existing 
under  the  laws  of  the  state  of  Ohio,  and  the  Indiana  Central  Railway 
Company,  a  corporation  existing  under  the  laws  of  the  state  of  Indiana. 

Whereas,  The  railroads  respectively  owned  by  the  said  railroad  com¬ 
panies  constitute  a  continuous  line  of  railway  of  uniform  gauge  from  the 
city  of  Columbus,  in  the  state  of  Ohio,  to  the  city  of  Indianapolis,  in  the 
state  of  Indiana,  and  the  directors  of  the  said  railroad  companies,  upon 
mature  consideration,  have  determined  that  the  interest  of  the  respective 
stockholders  of  said  companies,  and  the  public  interest  and  convenience 
will  be  greatly  promoted  by  the  union  of  the  said  railroads  into  one  road, 
and  by  the  consolidation  of  the  respective  stocks  of  said  companies  into 
one  common  consolidated  stock. 

And  whereas,  The  said  companies  are  authorized  by  acts  of  the  legis¬ 
lature  of  the  said  states  to  effect  such  union  of  their  respective  roads, 
and  to  form,  by  consolidation  of  their  respective  corporate  rights  and 
franchises,  one  joint  stock  company,  and  have  agreed  so  to  do  upon  the 
terms  and  conditions  hereinafter  mentioned  and  contained. 

Now,  therefore,  this  agreement  made  by  and  between  the  corporations 
above  named  parties  hereto  under  and  by  virtue  of  the  authority  con¬ 
ferred  upon  them  by  the  laws  of  the  said  states: 

Witnesseth,  That  the  said  Columbus  and  Indianapolis  Railroad  Com¬ 
pany  and  the  Indiana  Central  Railway  Company  do  agree,  and  each  for 
itself  doth  severally  agree,  that  the  said  companies  shall  be  consolidated 
into  and  form  one  corporation  under  the  name  and  style  of  the  Columbus 
and  Indianapolis  Central  Railway  Company,  and  in  pursuance  of  the 
said  acts  of  the  legislatures  of  the  said  states,  hereby  prescribe  the  fol¬ 
lowing  terms  and  conditions  of  the  said  consolidation,  and  do  respec¬ 
tively  agree  to  the  same  and  to  the  mode  of  carrying  the  said  consolida¬ 
tion  into  effect  as  herein  provided  for: 

Article  1st.  The  directors  of  the  said  Columbus  and  Indianapolis 
Central  Railway  Company  shall  be  nine  in  number,  three  of  whom  shall 
reside  in  the  city  of  New  York,  one  in  the  city  of  Philadelphia,  one  in 
the  state  of  Indiana,  and  four  in  the  state  of  Ohio. 

Art.  2nd.  The  first  election  for  the  directors  of  the  said  Columbus  and 
Indianapolis  Central  Railway  Company  shall  be  held  at  the  office  of  the 
Columbus  and  Indianapolis  Railroad  Company,  in  the  city  of  Columbus, 
in  the  state  of  Ohio,  on  the  thirteenth  day  of  October  next,  between  the 
hours  of  10  o’clock  A.  M.  and  2  o’clock  P.  M.  The  following  persons, 


1  See  page  48. 


428  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

to  wit:  James  Alexander,  Jr.,  John  Miller  and  John  T.  White,  all  stock¬ 
holders  in  one  or  the  other  of  said  companies,  are  hereby  appointed 
inspectors  or  judges  of  said  election,  to  perform  the  usual  duties  required 
by  law  in  such  cases.  The  inspector  or  inspectors  attending  at  the  time 
and  place  fixed  for  the  election  shall  have  power  to  fill  any  vacancy 
occasioned  by  the  non-attendance  of  any  one  or  more  of  their  number; 
any  person  so  appointed  to  fill  a  vacancy  must  be  a  stockholder  in  one 
or  the  other  of  the  said  companies  parties  hereto.  Should  neither  of 
the  inspectors  attend  at  the  time  and  place  appointed  for  the  election, 
the  stockholders  present  at  the  time  fixed  for  opening  the  polls  shall  have 
power  by  the  vote  of  a  majority  in  number  of  those  present  to  choose 
three  persons,  being  stockholders  in  one  or  other  of  the  said  companies 
parties  hereto,  which  persons  so  chosen,  or  any  two  of  the  same,  shall 
have  power  to  act  as  the  judges  of  the  said  election.  All  the  stockholders 
in  the  companies  parties  hereto  entitled  to  vote  at  any  election  of  direc¬ 
tors  in  their  respective  companies  shall  have  the  right  to  vote  at  the 
said  election  in  person  or  by  proxy,  and  shall  be  severally  entitled  to 
one  vote  for  each  share  of  stock  of  fifty  dollars  held  by  such  stockholders 
in  either  of  said  companies.  The  nine  persons,  being  stockholders  in 
one  or  the  other  of  said  companies  parties  hereto,  receiving  the  highest 
number  of  votes  at  the  said  election  shall  be  the  first  directors  of  the 
Columbus  and  Indianapolis  Central  Railway  Company,  and  shall  hold 
their  office  for  one  year  and  until  their  successors  are  chosen  according 
to  law. 

Art.  3rd.  Said  directors  shall,  at  the  first  meeting  after  their  election, 
elect  a  president  from  their  own  number,  and  also  elect  or  appoint  a 
secretary,  treasurer  and  such  other  officers  and  agents  as  they  shall  from 
time  to  time  find  necessary  for  the  proper  transaction  of  the  business  of 
said  consolidated  company. 

Art.  4th.  After  the  consolidation  herein  provided  for  is  perfected, 
and  after  said  first  election,  stockholders  in  said  consolidated  company 
only  by  surrender  and  exchange  of  their  certificates  in  their  respective 
companies  or  otherwise  shall  be  entitled  to  vote  at  any  meeting  of  the 
stockholders  of  said  consolidated  company. 

Art.  5th.  The  capital  stock  of  said  Columbus  and  Indianapolis  Cen¬ 
tral  Railway  Company  shall  be  three  millions  of  dollars,  to  be  divided 
into  sixty  thousand  shares  of  fifty  dollars  each,  and  the  directors  of  said 
new  corporation  may  increase  the  capital  stock  thereof  when  necessary. 

Art.  6th.  It  being  agreed  that  the  estate,  property  and  franchises  of 
the  said  companies  parties  hereto,  which  in  pursuance  of  the  laws  of  said 
states  will  vest  in  said  new  corporation,  are  relatively  of  unequal  value; 
the  parties  hereto,  with  a  view  to  make  compensation  for  such  differences 
to  the  stockholders  of  the  said  companies  respectively,  do  fix  upon  the 
following  amounts  to  be  allowed  therefor  by  the  issue  of  certificates  or 
scrip  as  hereinafter  mentioned,  to  wit:  First.  The  stockholders  of  the 
Columbus  and  Indianapolis  Railroad  Company  shall  each  be  entitled  to 
one  hundred  dollars  of  the  stock  of  said  Columbus  and  Indianapolis 
Central  Railway  Company,  for  each  one  hundred  dollars  of  stock  held  by 
them  in  the  said  Columbus  and  Indianapolis  Railroad  Company.  Second. 
The  stockholders  of  the  Indiana  Central  Railway  Company  shall  each 


CORPORATE  HISTORY. 


429 


be  entitled  to  one  hundred  and  sixty  and  thirty-one  hundredths  dollars 
of  the  stock  of  the  Columbus  and  Indianapolis  Central  Railway  Com¬ 
pany,  for  each  one  hundred  dollars  of  stock  held  by  them  in  the  said 
Indiana  Central  Railway  Company. 

Art.  7th.  All  stock  and  bonds  of  either  of  the  companies  parties 
hereto  owned  or  held  by  either  of  the  others  of  said  companies,  and  now 
or  hereafter  in  their  control,  shall  be  surrendered  and  merged  into  said 
consolidated  company,  thereby  lessening  the  capital  stock  and  liabilities 
of  the  said  consolidated  company  to  the  amount  of  such  surrendered 
and  merged  stock  and  bonds. 

Art.  8.  The  holder  or  holders  of  any  of  the  convertible  bonds  of  the 
said  companies  parties  hereto  shall  be  entitled  to  receive  on  surrender 
of  such  bonds  according  to  the  tenor  thereof  to  the  said  consolidated 
company,  stock  in  said  consolidated  company  for  the  bonds  so  sur¬ 
rendered. 

Art.  9th.  The  company,  party  hereto,  entitled  to  a  premium  on  its 
stock,  may,  pending  the  completion  of  the  consolidation,  issue  new  con¬ 
ditional  scrip  certificates  to  its  stockholders  for  the  premiums  hereby 
allowed.  When  fractional  shares  shall  be  found  due  to  stockholders  for 
premiums  hereby  agreed  to  be  allowed,  or  for  interest  or  otherwise, 
when  converting  their  present  stock  into  the  stock  of  the  consolidated 
company,  scrip  stock  shall  be  issued  for  such  fractions,  entitling  the 
holders  to  a  full  share  of  stock  or  payment  of  the  difference  in  money, 
or  on  presentation  of  fifty  dollars  of  such  scrip  stock. 

Art.  10th.  The  said  new  corporation  shall,  without  delay,  after  its 
organization,  issue  to  the  stockholders  of  the  respective  companies, 
parties  hereto,  and  entitled  thereto  as  aforesaid,  and  in  proportion  to 
their  respective  interests  in  the  stocks  of  the  consolidated  company, 
certificates  of  stock  in  said  Columbus  and  Indianapolis  Central  Railway 
Company  of  such  form  as  may  be  deemed  advisable  and  be  prescribed 
by  the  directors  of  said  company. 

Art.  nth.  All  and  singular  the  rights,  franchises,  privileges,  real 
estate,  depot  grounds,  rights  of  way,  roadbed,  railroad,  iron  rails,  en¬ 
gines,  cars,  machinery,  rolling  stock,  debts,  dues,  demands,  choses  in 
action,  and  property  of  every  description,  name  and  nature  in  which  the 
said  companies  parties  hereto  have  respectively  any  right,  title  or  interest, 
whether  in  possession,  reversion  or  remainder,  with  the  appurtenances, 
upon  the  ratification  of  these  articles,  and  the  election  of  the  first  board 
of  directors  of  the  said  Columbus  and  Indianapolis  Central  Railway 
Company,  as  herein  and  by  law  provided  for,  and  from  thenceforth  shall 
be  held,  owned  and  controlled  by  the  said  Columbus  and  Indianapolis 
Central  Railway  Company,  their  successors  and  assigns,  as  fully  and 
completely  to  all  intents  and  purposes  as  said  several  companies,  parties 
hereto,  do  or  can  now  hold,  own,  use  or  control  the  same,  and  no 
further  conveyance  or  assurance  shall  be  required  for  the  full  and  com¬ 
plete  vesting  thereof  in  the  said  Columbus  and  Indianapolis  Central 
Railway  Company. 

Art.  12th.  All  just  debts,  guarantees  and  liabilities  existing  against 
either  of  the  companies  parties  hereto  at  the  time  of  taking  effect  of  this 
consolidation  shall  be  and  are  hereby  assumed,  and  the  same  shall  be 


430  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


provided  for,  paid  and  discharged  by  the  said  Columbus  and  Indianapolis 
Central  Railway  Company. 

Art.  13th'.  All  books,  vouchers,  records,  muniments  of  title,  and  other 
documents  pertaining  to  the  business  or  property  of  said  companies 
parties  hereto  shall  be  placed  in  the  office  of  the  secretary  of  said  con¬ 
solidated  company;  and  the  said  books,  records  and  papers  shall  be 
deemed  and  taken,  so  far  as  necessary,  as  the  records  and  books  of  said 
consolidated  company;  and  said  books,  records,  vouchers  and  papers 
shall  be  subject  to  proper  examination  and  inspection  of  all  persons 
interested  therein,  who  shall  have  the  same  access  thereto  as  if  the  same 
had  remained  in  the  office  of  the  original  companies. 

Art.  14th.  It  is  agreed  that  these  articles  of  consolidation  shall  be  sub¬ 
mitted  to  the  stockholders  of  each  of  said  companies  parties  hereto  at  a 
meeting  thereof  called  separately  for  the  purpose  of  taking  the  same  into 
consideration;  due  notice  of  the  time  and  place  of  such  meeting  and  the 
object  thereof  shall  be  given.  The  time  of  such  meeting  of  the  stock¬ 
holders  of  said  Columbus  and  Indianapolis  Railroad  Company  shall  be 
on  the  sixteenth  day  of  September;  the  place,  the  office  of  said  company,, 
in  the  city  of  Columbus,  state  of  Ohio.  The  time  of  such  meeting  of 
the  stockholders  of  the  Indiana  Central  Railway  Company  shall  be  on 
the  seventeenth  day  of  September;  the  place,  the  office  of  the  said  com¬ 
pany  in  Indianapolis,  state  of  Indiana;  and  all  the  proceedings  for  the 
consolidation  and  ratification  of  these  articles  shall  be  as  prescribed  by 
law. 

Art.  15th.  All  elections  for  directors  of  said  consolidated  company, 
after  the  first  election  of  directors  herein  provided  for,  shall  take  place 
at  such  time  and  place  and  in  such  manner  as  may  be  prescribed  by  the 
by-laws  of  the  board  of  directors  of  the  consolidated  company. 

In  witness  whereof,  the  corporate  seals  of  the  respective  companies 
parties  to  this  agreement  have  been  affixed  hereto,  on  the  day  and  in 
the  year  first  above  written,  by  the  order  and  in  the  presence  of  the 
d. rectors  of  the  said  companies  parties  hereto,  respectively,  duly  con¬ 
vened,  a  quorum  of  each  of  the  several  boards  of  directors  being  so 
present  and  assenting  thereto;  and  is  attested  by  their  respective  sig¬ 
natures  hereto  on  behalf  and  by  order  of  the  said  board  of  directors, 
and  the  president  of  each  of  the  said  companies  parties  hereto  have  also 
at  the  same  time  and  in  behalf  of  the  said  respective  companies  hereunto 
affixed  their  name  by  virtue  of  resolutions  of  the  said  several  boards  of 
directors  passed  at  respective  meetings  of  the  same. 

JOHN  S.  NEWMAN, 
President  Indiana  Central  Railway  Company. 
JOHN  H.  BRADLEY,  JOHN  L.  KETCHAM, 

J.  T.  THOMAS,  JOHN  T.  SEELEY, 

B.  E.  SMITH,  WM.  S.  T.  MORTON, 

Directors  of  Indiana  Central  Railway  Company. 

B.  E.  SMITH, 

President  Columbus  and  Indianapolis  Railroad  Company. 
JOHN  T.  SEELEY,  G.  VOLNEY  DORSEY, 

J.  T.  THOMAS,  JOHN  L.  GILL, 

JOHN  R.  HILLARD. 

Directors  of  Columbus  and  Indianapolis  Railroad  Company. 


CORPORATE  HISTORY. 


431 


I,  Gordon  Moodie,  secretary  of  the  Columbus  and  Indianapolis  Rail¬ 
road  Company,  do  hereby  certify  that  in  pursuance  of  printed  notices 
by  me  addressed  to  each  of  the  persons  in  whose  name  the  capital  stock 
of  said  company  stands  on  the  books  thereof,  and  of  like  notices  pub¬ 
lished  in  the  newspapers,  one  in  the  city  of  Columbus,  in  the  state  of  Ohio, 
and  of  one  in  the  city  of  Philadelphia,  in  the  state  of  Pennsylvania,  and 
one  in  the  city  of  New  York,  in  the  state  of  New  York,  the  stockholders 
of  said  company  met  at  said  company’s  office  in  the  city  of  Columbus,  on 
Friday  the  sixteenth  day  of  September,  1864,  to  take  into  consideration 
the  within  and  foregoing  agreement,  and  they  then  and  there  proceeded 
to  vote  by  ballot  for  the  adoption  or  rejection  of  said  agreement.  That 
at  said  meeting  seventeen  thousand  two  hundred  and  sixty-nine  (17,269) 
votes  were  cast,  each  vote  representing  one  share  of  stock;  that  seventeen 
thousand  two  hundred  and  sixty-nine  of  said  votes  were  cast  in  favor  of 
the  adoption  of  said  agreement  and  none  of  said  votes  were  cast  against 
the  adoption  of  said  agreement,  and  that  the  entire  number  of  shares  of 
stock  of  said  company  is  about  twenty-one  thousand  two  hundred  and 
forty-seven;  and  that,  therefore,  the  stock  so  voted  as  aforesaid  in  favor 
of  said  agreement  is  more  than  two-thirds  of  the  entire  stock  of  the 
company. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  the  seal 
of  the  said  company  at  Columbus,  O.,  this  twelfth  day  of  October,  1864. 

GORDON  MOODIE, 

Secretary  of  the  Columbus  and  Indianapolis  Railroad  Company. 

I,  Jacob  B.  McChesney,  secretary  of  the  Indiana  Central  Railway 
Company  do  certify,  that  in  pursuance  of  printed  notices  by  me  addressed 
to  each  of  the  persons  in  whose  name  the  capital  stock  of  said  company 
stands  on  the  books  thereof,  and  of  like  notices  published  in  one  news¬ 
paper  in  the  city  of  Indianapolis;  that  the  stockholders  of  said  company 
met  at  the  office  of  said  company  in  the  city  of  Indianapolis,  on  Satur¬ 
day,  the  seventeenth  day  of  September,  1864,  to  take  into  consideration 
the  within  and  foregoing  agreement,  and  they  then  and  there  proceeded 
to  vote  by  ballot  for  the  adoption  or  rejection  of  said  agreement;  that 
at  said  meeting  nine  thousand  eight  hundred  and  fifty-six  (9856)  votes 
were  cast,  each  vote  representing  one  share  of  stock;  that  all  of  said  votes 
were  cast  in  favor  of  the  adoption  of  said  agreement,  and  no  vote  was 
cast  against  its  adoption;  that  the  entire  number  of  the  shares  of  capital 
stock  of  said  company  is  less  than  twelve  thousand  two  hundred  (12,200); 
and  that,  therefore,  the  stock  so  voted  in  favor  of  the  adoption  of  said 
agreement  is  more  than  twyo  thirds  of  the  entire  stock  of  the  company. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  seal  of  the  said 
company,  at  Indianapolis,  this  fourteenth  (14th)  day  of  October,  A.  D. 
1864. 

J.  B.  McCHESNEY, 

Secretary  of  the  Indiana  Central  Railway  Company. 

Filed  ir  the  office  of  the  secretary  of  state  of  Ohio,  October  17,  1864: 
Indiana,  October  19,  1864. 


432  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


FIRST  MORTGAGE. 

Columbus  and  Indianapolis  Central  Railway  Company  to 
Arcpiibald  Parkhurst,  Trustee. 

Dated  October  13,  1864. 

Securing  $3,200,000  bonds  of  $1000  each,  dated  November  1,  1864,  payable 
November  1,  1904,  bearing  7  per  cent,  interest. 

This  indenture,  made  on  the  thirteenth  day  of  October,  in  the  year 
one  thousand  eight  hundred  and  sixty-four,  between  the  Columbus  and 
Indianapolis  Central  Railway  Company,  a  corporation  of  the  states  of 
Ohio  and  Indiana,  of  the  first  part;  and  Archibald  Parkhurst,  of  the 
city  of  New  York,  trustee  upon  certain  trusts  hereinafter  provided,  of 
the  second  part;  witnesseth: 

Whereas,  The  Columbus  and  Indianapolis  Railroad  Company,  a  cor¬ 
poration  of  the  state  of  Ohio,  lately  of  that  name,  whose  road  extended 
from  Columbus  to  Covington,  and  thence  to  Union,  purchased  the  rail¬ 
road  of  the  Richmond  and  Covington  Railroad  Company,  a  railroad 
extending  from  said  Covington  to  the  state  line  between  the  states  of 
Ohio  and  Indiana,  and  which  said  last  mentioned  road,  with  its  appur¬ 
tenances  and  appendages,  for  the  consideration  in  the  agreement  of  sale 
mentioned,  was  duly  conveyed  to  said  Columbus  and  Indianapolis  Rail¬ 
road  Company;  whereby  the  railroad  of  the  last  named  company  formed 
a  continuous  line  of  railroad  without  break,  and  of  the  same  gauge, 
from  Columbus  to  said  state  line,  and  there  connected  by  continuous 
line  of  the  same  gauge  with  the  railroad  of  the  Indiana  Central  Railway 
Company  from  said  state  line  to  the  city  of  Indianapolis,  in  the  state  of 
Indiana. 

And  whereas,  Afterwards,  the  said  Columbus  and  Indianapolis  Railroad 
Company  and  the  Indiana  Central  Railway  Company,  in  the  lawful 
exercise  of  their  corporate  powers  under  their  charters  and  the  laws  of 
the  states  of  Ohio  and  Indiana,  consolidated  themselves  together  and 
became  one  single  corporation  under  the  name  of  the  Columbus  and 
Indianapolis  Central  Railway  Company,  the  party  hereto  of  the  first  part, 
whereby  the  said  party  of  the  first  part  became  liable  for,  and  assumed 
all  the  just  debts  and  liabilities  existing  against  either  of  said  companies 
thus  consolidated  and  composing  the  first  party. 

And  whereas,  The  several  corporations  aforesaid,  including  the  first 
party,  have  heretofore  become  indebted  by  mortgage  bonds  in  the  amounts 
following: 

1.  The  Indiana  Central  Railway  Company  in  the  sum  of  one  million 
three  hundred  thousand  dollars,  which  is  evidenced  by  six  hundred  thou¬ 
sand  dollars  of  first  mortgage  seven  per  cent,  bonds  and  not  exceeding 
seven  hundred  thousand  dollars  of  second  mortgage  ten  per  cent,  bonds 
of  said  company. 

2.  The  Columbus  and  Indianapolis  Railroad  Company  in  the  sum  of 
one  million  three  hundred  and  fifty-six  thousand  dollars,  which  is  evi¬ 
denced  by  two  hundred  and  fifty  thousand  dollars  of  first  mortgage  seven 
per  cent,  bonds  of  the  Richmond  and  Covington  Railroad  Company,  one 
hundred  and  six  thousand  dollars  of  seven  per  cent,  income  bonds  of 


CORPORATE  HISTORY. 


433 


the  same  company,  and  one  million  dollars  of  first  mortgage  seven  per 
cent,  bonds  of  the  said  Columbus  and  Indianapolis  Railroad  Company 
(two  hundred  and  sixty  thousand  of  said  one  million  being  preferred). 

And  whereas,  The  Columbus  and  Indianapolis  Central  Railway  Com¬ 
pany  is  indebted  in  the  sum  of  two  hundred  and  forty  thousand  dollars 
on  account  of  the  purchase  by  the  Columbus  and  Indianapolis  Railroad 
Company  of  capital  stock  of  the  Indiana  Central  Railway  Company,  and 
which  stock  by  agreement  of  consolidation,  was  surrendered  to  and 
merged  in  the  Columbus  and  Indianapolis  Central  Railway  Company, 
who  assumed  said  indebtedness. 

And  whereas,  The  Columbus  and  Indianapolis  Central  Railway  Com¬ 
pany  are  providing  additional  equipment  and  machinery  for  said  con¬ 
solidated  line,  requiring  an  expenditure  of  three  hundred  and  four  thou¬ 
sand  dollars,  so  that  the  above  mentioned  bonds  and  indebtedness,  to¬ 
gether  with  said  funds  necessary  for  additional  equipment,  heretofore 
and  hereafter  to  be  expended,  amounts  in  the  aggregate  to  three  millions 
two  hundred  thousand  dollars. 

And  whereas,  At  a  meeting  of  the  board  of  directors  of  the  Columbus 
and  Indianapolis  Central  Railway  Company,  held  at  Columbus  on  the 
thirteenth  day  of  October,  A.  D.  1864,  the  said  board  determined  that 
it  was  expedient  for  said  corporation  to  reduce  to  a  single  form  and 
class  as  well  all  the  bonded  indebtedness  of  the  Columbus  and  Indianapolis 
Central  Railway  Company,  growing  out  of  the  one  million  three  hundred 
thousand  dollars  of  mortgage  bonds  issued  by  the  Indiana  Central  Rail¬ 
way  Company  and  three  hundred  and  fifty-six  thousand  dollars  of  seven 
per  cent,  bonds  issued  by  the  Richmond  and  Covington  Railroad  Com¬ 
pany,  and  one  million  of  dollars  of  seven  per  cent,  mortgage  bonds  issued 
by  the  Columbus  and  Indianapolis  Railroad  Company,  as  also,  to  in¬ 
clude  in  the  same  single  form  and  class,  two  hundred  and  forty  thousand 
dollars  to  pay  for  the  capital  stock  merged  by  the  Columbus  and  In¬ 
dianapolis  Railroad  Company  into  the  Columbus  and  Indianapolis  Cen¬ 
tral  Railway  Company  and  assumed  by  it;  and  alto  to  create  a  fund  of 
three  hundred  and  four  thousand  dollars  to  pay  for  additional  equipment 
and  machinery,  now  being  provided  for  said  last  named  company;  all 
which  said  mortgage  bonds,  indebtedness  and  fund  for  additional  equip¬ 
ment  and  machinery,  amounts  in  the  aggregate  to  three  millions  two  hun¬ 
dred  thousand  dollars.  It  was  therefore  resolved  by  said  board: 

1.  That  a  new  series  of  three  thousand  two  hundred  bonds  of  this 
company  be  prepared  for  issue  and  delivery,  signed  by  the  president 
and  secretary,  and  authenticated,  when  issued,  by  the  certificate  of  a 
trustee,  each  for  the  sum  of  one  thousand  dollars,  to  be  numbered  con¬ 
secutively  from  one  to  thirty-two  hundred,  bearing  date  the  first  day  of 
November,  A.  D.  1864,  and  payable  to  William  D.  Thompson  or  bearer, 
in  the  city  of  New  York,  on  the  first  day  of  November,  A.  D.  one  thou¬ 
sand  nine  hundred  and  four,  with  interest  warrants  thereto  attached, 
signed  by  the  secretary,  for  the  payment  of  interest  thereon,  at  the  rate 
of  seven  per  centum  per  annum,  payable  at  the  same  place  half-pearly  on 
the  successive  first  days  of  January  and  July  of  each  year. 

2.  That  a  deed  of  conveyance  be  prepared  and  executed,  to  be  signed 

28 


434  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


by  the  president  and  secretary,  conveying  the  road  and  its  appurtenances 
and  appendages,  its  franchises,  equipment,  property,  tools,  income  and 
interests  to  a  trustee  to  secure  the  payment  of  said  bonds  and  interest 
warrants,  and  in  such  form  and  with  such  provisions  as  the  president 
of  this  company  may,  by  executing,  approve. 

That  unless  the  board  of  directors  otherwise  direct,  the  said  bonds 
shall  be  used  for  no  purpose  except  to  be  negotiated,  substituted  or 
exchanged  for  the  present  outstanding  bonds  herein  above  mentioned, 
the  payment  of  the  said  indebtedness  of  two  hundred  and  forty  thousand 
dollars  and  for  the  said  additional  equipment  and  machinery,  to  the 
amount  of  three  hundred  and  four  thousand  dollars,  and  so  that  by  the 
surrender  and  payment  of  said  outstanding  bonds,  the  whole  bond  in¬ 
debtedness  of  this  company  may  be  included  and  expressed  in  and  by 
the  bonds  prepared  under  this  resolution. 

3.  That  a  sinking  fund  of  sixteen  thousand  dollars  annually,  to  provide 
for  the  payment  of  said  bonds,  shall  be  formed  by  setting  apart  on  the 
first  day  of  January,  A.  D.  1866,  and  each  and  every  year  thereafter,  on 
the  first  day  of  January,  the  sum  of  sixteen  thousand  dollars.  This  sink¬ 
ing  fund  shall  be  kept  and  invested  by  three  commissioners,  one  of 
whom  shall  be  the  president  of  this  company,  the  other  two  shall  be 
members  of  this  board,  one  of  which  shall  be  changed  annually.  They 
shall  invest  the  said  fund  in  the  outstanding  mortgage  bonds  of  this  com¬ 
pany,  if  the  same  can  be  obtained  at  a  price  not  exceeding  fifteen  per 
cent,  premium;  otherwise,  at  the  discretion  of  the  commissioners,  in 
stocks  of  the  United  States  or  of  the  states  of  Ohio  or  Indiana. 

4.  That  the  commissioners  shall  frame  rules  for  the  safety  and  manage¬ 
ment  of  the  said  trusts,  and  file  the  same  with  the  treasurer,  and  shall 
annually  file  their  report  with  the  treasurer,  showing  the  condition, 
amount  and  investment  of  said  sinking  fund. 

And  whereas,  The  said  Columbus  and  Indianapolis  Central  Railway 
Company  hath  made  and  executed  thirty-two  hundred  bonds  of  the  num¬ 
bers,  form,  denomination  and  character  prescribed  by  said  resolution, 
and  hold  the  same  to  be  authenticated,  used  and  disposed  of,  in  accord¬ 
ance  with  the  provisions  and  requisitions  of  said  resolution. 

Now,  therefore,  in  further  pursuance  of  said  resolution  and  to  the  end 
and  purpose  of  assuming  the  punctual  payment  of  the  said  thirty-two 
hundred  bonds  and  each  of  them,  to  each  and  every  person  who  may 
become  the  holder  of  the  same  or  any  of  them,  this  indenture  witnesseth. 
That  the  said  Columbus  and  Indianapolis  Central  Railway  Company, 
party  of  the  first  part,  in  consideration  of  all  and  singular,  the  premises 
and  for  the  further  consideration  of  one  dollar  paid  to  said  company  by 
Archibald  Parkhurst,  party  of  the  second  part,  at  and  before  the  enseal¬ 
ing  these  presents,  the  payment  of  which  is  hereby  acknowledged,  doth 
hereby  grant,  bargain,  sell,  enfeoff,  release,  assign  and  convey  unto  the 
said  Parkhurst,  his  heirs,  executors  and  administrators,  all  and  singular, 
the  entire  railroad  of  the  first  party  extending  from  Columbus  to  India¬ 
napolis,  including  the  branch  from  Covington  to  Union,  and  its  fran¬ 
chises,  equipment,  property,  tolls  and  interest,  that  is  to  say  the  lands, 
tenements,  hereditaments,  fixtures,  good  and  chattels  of  said  company, 


CORPORATE  HISTORY. 


435 


its  property,  rights,  privileges,  interest  and  estate  of  every  description 
and  nature,  its  rails,  ties,  fences,  buildings  and  erections,  its  rights  of 
way,  cars,  engines,  tools  and  machinery,  its  rents,  reservations  and 
reversions  of  every  nature,  including  all  the  property  which  said  first  party 
now  possess  or  may  hereafter  acquire  with  the  benefit  of  all  contracts 
which  said  first  party  hath  made,  or  by  assignment  or  succession  hold, 
or  may  hereafter  make  or  have  either  in  law  or  equity,  and  the  right  to 
all  tolls,  income,  issues,  profits  and  interest  which  may  hereafter  accrue 
to  said  first  party  from  any  source  whatever.  Provided,  however,  that 
the  grant  and  conveyance  aforesaid  shall  not  include  nor  operate  to 
transfer,  nor  held  to  prohibit  the  first  party  from  selling  and  conveying 
any  land  which  said  company  own  that  is  not  and  cannot  be  used  for 
any  purpose  incident  to  the  management  and  business  of  said  railroad 
company,  or  the  repair  of  its  road,  nor  be  held  to  prohibit  said  first 
party  from  applying  any  money  or  personal  property  belonging  to  said 
company  to  the  repairs  of  said  road  or  its  appurtenances,  or  to  its  cur¬ 
rent  expenses,  or  to  the  purchase  of  the  necessary  machinery  or  the 
renewal  thereof;  and  the  board  of  directors  may  likewise  lawfully  dis¬ 
tribute  such  net  annual  income  or  profits  to  stockholders,  after  paying 
the  interest  of  said  bonds  and  providing  for  said  sinking  fund,  as  shall 
accrue  beyond  said  interest  and  sinking  fund. 

To  have  and  to  hold  the  premises,  interests  and  rights  which  pass  or 
are  intended  to  pass  by  this  conveyance  unto  the  said  Parkhurst,  his 
heirs,  assigns,  executors  and  administrators  forever. 

In  trust,  nevertheless,  for  the  persons  and  corporations  and  for  the 
benefit,  protection  and  security  of  the  persons  or  corporations  who  shall 
hold  the  bonds  about  to  be  issued  by  the  party  of  the  first  part  and  for 
enforcing  the  stipulations  of  said  company  in  this  behalf  in  their  true 
intent  and  meaning,  whether  contained  in  said  bonds  or  interest  warrants 
or  in  this  deed. 

And  for  the  better  assuring  and  confirming  the  title  and  power  of  the 
said  Parkhurst,  his  heirs,  assigns,  executors  and  administrators,  and 
especially  in  relation  to  such  property,  interest  and  rights  hereafter 
accruing  to  or  acquired  by  said  company  and  intended  to  pass  by  this 
conveyance,  the  said  party  of  the  first  part  hereby  covenants  with  the 
said  party  of  the  second  part,  his  heirs,  assigns,  executors  and  adminis¬ 
trators,  that  at  any  time  hereafter,  and  as  often  as  may  be  required  by 
the  person  or  persons  holding  the  above  granted  estate  in  trust,  the 
said  company  will  do  such  acts  and  make  such  further  assurances  in 
law  as  such  trustee  or  trustees  shall,  by  counsel,  learned  in  the  law,  be 
reasonably  advised  are  necessary  for  or  tend  to  the  better  carrying  out 
of  the  object  of  the  parties  to  this  mortgage  or  deed  of  trust. 

In  case  default  be  made  by  said  company  in  payment  of  any  money, 
either  principal  or  interest  secured  by  this  mortgage,  the  said  party  of 
the  first  part  hereby  covenants  and  agrees  with  the  said  grantee,  that 
within  six  months  after  each  default  shall  have  been  made  (the  same  de¬ 
fault  still  continuing),  the  said  company,  on  the  demand  of  the  trustee 
or  trustees  for  the  time  being,  shall  surrender  to  him  or  them,  or  to 
the  agent,  the  actual  possession  of  the  herein  granted  and  demised  prem- 


43^  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

ises,  together  with  all  the  records,  books,  papers  and  accounts  of  said 
company;  the  expenses  of  taking,  holding  and  managing  said  property, 
if  possession  be  taken,  to  be  paid  from  the  income,  and  if  necessary,  from 
the  sale  of  such  personal  property,  as  the  trustee  or  trustees  may  deem 
proper. 

And  the  said  party  of  the  first  part  doth  herewith  and  hereby  give 
its  warrants  of  attorney  irrevocable,  by  which,  in  case  of  default  by  said 
company  to  make  payment  of  any  sum  of  money,  either  principal  or 
interest,  secured  by  this  mortgage,  for  the  period  of  six  months  after 
the  same  shall  have  become  due  and  payable,  the  said  company  doth 
authorize  any  lawdul  attorneys-at-law  or  solicitors  in  chancery  of  the 
state  of  Ohio  or  Indiana,  to  enter  the  appearance  of  said  company  with¬ 
out  process  in  any  court  or  courts  of  competent  jurisdiction,  to  any  bill 
or  bills  filed  by  the  trustee  or  trustees  for  the  time  being,  for  the  fore¬ 
closure  and  sale  of  the  premises  by  this  deed  granted  and  conveyed,  or 
any  part  thereof,  and  if  requested  by  said  trustee  or  trustees  to  consent 
on  behalf  of  said  company  that  a  receiver  or  receivers  be  appointed 
forthwith  by  order  of  said  court  or  courts  to  take  possession  of  said 
road  or  any  part  thereof,  and  of  all  or  any  of  the  property,  real  or 
personal,  hereby  conveyed,  and  of  all  or  any  of  the  efifects,  books,  busi¬ 
ness  or  papers  of  said  company,  upon  such  terms,  etc.,  as  said  court  or 
courts  shall  prescribe,  and  further  to  consent  that  a  decree  or  decrees 
forthwith  pass  for  the  sale  of  the  whole  or  any  part  of  the  premises  hereby 
granted  and  conveyed  without  appraisement,  but  under  the  direction  of 
the  court,  and  to  enter  on  behalf  of  said  company  a  stipulation  not  to 
appeal  from  said  decree  and  not  to  impede  the  execution  thereof  by  an 
application  for  a  rehearing  or  by  bill  of  review,  or  by  other  step  to  pro¬ 
duce  delay.  Provided,  however,  that  said  trustee  shall  not  demand  the 
surrender  of  possession  of  said  property  or  file  a  bill  for  the  foreclosure 
and  sale  of  said  premises,  unless  the  same  is  requested  in  writing  by  hold¬ 
ers  of  at  least  one  thousand  of  said  bonds. 

And  it  is  further  agreed  by  the  party  of  the  first  part  that  in  case  the 
said  company,  for  the  term  of  six  months,  shall  make  default  of  the  pay¬ 
ment  of  its  interest  warrants,  or  any  of  them,  then  the  whole  principal 
money  contained  in  the  said  bonds  shall  become  due  and  payable. 

And  it  is  further  agreed  by  the  party  of  the  first  part  that  the  proceeds 
of  the  sale  hereinbefore  mentioned  shall  be  applied,  first,  to  paying  said 
trustee  all  reasonable  charges  and  expenses  and  to  indemnify  him  from 
all  liability  as  trustee;  secondly,  to  paying  the  holders  of  said  bonds  in 
full  or  in  equal  proportions  the  principal  and  interest  of  said  bonds;  and 
lastly,  to  pay  the  surplus,  if  any,  to  the  members  of  said  company  who 
hold  stock  at  the  time  of  the  sale. 

It  is  hereby  mutually  agreed  by  the  parties  that  the  said  trustee  shall 
be  responsible  for  gross  negligence  and  wilful  default  only;  nor  shall 
said  trustee  be  bound  to  take  any  steps  unless,  at  his  option,  touching 
the  execution  of  this  trust,  which,  in  his  opinion,  is  likely  to  involve  him 
in  expense  or  personal  liability,  unless  some  one  or  more  of  the  bond¬ 
holders  (as  often  as  the  trustee  shall  deem  necessary)  shall  give  to  said 
trustee  reasonable  security  to  indemnify  him  against  such  expenses  and 


CORPORATE  HISTORY. 


437 


personal  responsibility,  anything  hereinbefore  contained  to  the  contrary 
notwithstanding.  In  all  cases  in  which  the  trustee  may  be  required  to 
act,  he  is  hereby  invested  with  full  powers  of  arbitrament  and  of  com¬ 
promise  and  of  appointing  agents  and  attorneys  to  act  in  his  behalf. 

Upon  the  decease  or  inability  to  act  of  the  said  Archibald  Parkhurst, 
or  of  any  other  trustee  hereafter  appointed  by  a  court  of  equity  as  suc¬ 
cessor,  any  court  of  competent  jurisdiction  is  hereby  authorized  to 
appoint  a  trustee  in  the  place  of  such  deceased  trustee,  etc.,  on  applica¬ 
tion  by  the  holders  of  one-sixth  of  the  number  of  said  bonds,  and  by 
decree  or  otherwise,  invest  the  person  so  appointed  with  the  full  estate, 
powers,  rights,  duties  and  obligations  of  the  present  trustee  and  subject 
to  the  provisions  and  stipulations  of  this  indenture.  And  it  is  hereby 
declared  that  all  the  estate,  trusts,  powers,  provisions,  stipulations  and 
conditions  of  this  indenture  shall  attach  to  and  be  executed  by  whomso¬ 
ever  shall  be  appointed  trustee  as  aforesaid  in  the  same  manner  as  by 
and  to  the  said  original  trustee. 

Provided,  however,  nevertheless,  and  these  presents  are  upon  the  fol¬ 
lowing  express  condition,  that  if  the  said  party  of  the  first  part  shall  well 
and  truly  pay  to  the  holders  of  the  said  bonds  the  several  and  respective 
sums  of  money  and  interest  due  and  accruing  on  the  day  and  according 
to  the  conditions  therein  expressed,  then  and  thenceforth  this  indenture 
and  the  estate  hereby  granted  shall  become  void. 

In  witness  whereof,  the  said  party  of  the  first  part  to  these  presents 
in  duplicate  hath  set  its  corporate  seal,  and  the  president  and  secretary, 
duly  authorized  by  resolution  of  said  company,  hath  for  and  in  behalf 
of  said  company  subscribed  the  same. 

Columbus  and  Indianapolis  Central  Railway, 

Attest:  By  B.  E.  SMITH,  President. 

G.  MOODIE,  Secretary.  [seal] 

Signed,  sealed  and  delivered  in  presence  of: 

R.  B.  SMITH, 

M.  M.  ANDREWS. 

Stamps  required  by  law  placed  on  bonds. 

Duly  acknowledged  before  M.  M.  Andrews,  notary  public,  Franklin 
county,  Ohio,  October  13,  1864. 

Recorded,  Franklin  county,  Ohio,  October  17,  1864,  Mortgage  Record 
22,  page  23.  Also  recorded  in  Miami,  Darke,  Champaign,  Preble,  Union, 
Madison  counties,  Ohio,  and  in  Wayne,  Hancock,  Henry  and  Marion 
counties,  Indiana,  in  October,  1864. 

No.  - .  United  States  of  America.  $1000. 

The  Columbus  and  Indianapolis  Central  Railway  Company. 

States  of  Ohio  and  Indiana. 

First  Mortgage  Sinking  Fund  Bond. 

Know  all  men  by  these  presents,  That  the  Columbus  and  Indianapolis 
Central  Railway  Company  is  indebted  to  William  D.  Thompson,  of  the 
city  of  New  York,  or  bearer,  in  the  sum  of  one  thousand  dollars,  lawful 
money  of  the  United  States,  which  the  said  company  promises  to  pay  to 


438  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

him,  or  to  the  bearer  hereof,  on  the  first  day  of  November,  in  the  year 
one  thousand  nine  hundred  and  four,  in  the  city  of  New  York,  with  in¬ 
terest  thereon  at  the  rate  of  seven  per  centum  per  annum,  payable  semi¬ 
annually  in  the  city  of  New  York  on  the  first  days  of  July  and  January 
of  each  year  on  the  presentation  and  surrender  of  the  coupons  hereto 
annexed  as  they  severally  become  due,  and  in  case  of  the  non-payment 
of  any  half-yearly  installment  of  interest  which  shall  have  become  pay¬ 
able,  and  shall  have  been  demanded,  if  such  default  shall  continue  for 
six  months  after  the  maturity  of  the  said  installment,  the  principal  of  this 
bond  shall  become  due.  in  the  manner  and  with  the  effect  specified  in  the 
deed  of  trust  securing  such  payment.  This  bond  is  one  of  an  issue  of 
not  exceeding  $3,200,000,  and  has  a  special  lien  on  all  of  the  railway, 
property,  equipments  and  franchises  of  the  said  company,  as  mentioned 
in  the  deed  of  trust  securing  its  payment.  The  holder  hereof  will  also 
be  entitled  to  the  benefit  and  security  of  a  sinking  fund  of  sixteen  thou¬ 
sand  dollars,  provided  for  and  described  in  said  deed  of  trust,  to  be  set 
apart  annually  for  investment  out  of  the  earnings  of  said  company  for  the 
redemption  of  the  three  million  two  hundred  thousand  dollars  secured 
by  said  deed  of  trust.  This  bond  shall  be  transferable  by  delivery,  or  it 
may  be  registered  as  to  its  ownership  on  a  registry  to  be  kept  by  the 
company,  and  being  so  registered,  it  shall  then  be  transferable  only  on 
the  books  of  the  company  until  released  from  such  registry  on  said  books 
by  its  owner.  This  bond  shall  not  become  obligatory  until  it  shall  have 
been  authenticated  by  a  certificate  annexed  to  it  duly  signed  by  the 
trustee. 

In  witness  whereof,  the  said  railway  company  has  caused  its  corporate 
seal  to  be  hereto  affixed,  and  the  same  to  be  attested  by  the  signatures 
of  its  president  and  secretary,  and  has  also  caused  the  coupons  hereto 
annexed  to  be  signed  by  its  secretary  the  first  day  of  November,  in  the 
year  of  our  Lord  eighteen  hundred  and  sixty-four. 

- ,  Secretary.  - ,  President. 

trustee’s  certificate. 

I  hereby  certify  that  this  bond  is  one  of  the  series  of  bonds  described 
in  and  secured  by  the  deed  of  trust  or  mortgage  above  mentioned. 

- - ,  Trustee. 


COUPON  ANNEXED  TO  BOND. 

$35.  First  Mortgage  Interest  Warrant.  $35- 

Due  - - 

The  Columbus  and  Indianapolis  Central  Railway  Company  will  pay 
to  bearer,  in  the  city  of  New  York,  thirty-five  dollars,  being  six  months' 
interest  on  its  bond. 


No. 


,  Secretary. 


CORPORATE  HISTORY. 


439 


No. 


BACK  OF  BOND. 

States  of  Ohio  and  Indiana. 

Columbus  and  Indianapolis  Central  Railway  Company. 
Forty  Year  Seven  Per  Cent.  Sinking  Fund  Bond. 

First  Mortgage. 


$1000. 


This  bond  is  payable  to 
and  transferable  by . . 


on  the  books  of  the  company. 


■,  Register. 


SECOND  MORTGAGE. 

Columbus  and  Indianapolis  Central  Railway  Company  to 
Archibald  Parkhurst,  Trustee. 

Dated  November  i,  1864. 

Securing  $1,000,000  bonds  of  $1000  each,  dated  November  1,  1864,  payable 
November  1,  1904,  bearing  7  per  cent,  interest. 

This  indenture,  made  on  the  first  day  of  November,  in  the  year  one 
thousand  eight  hundred  and  sixty-four,  between  the  Columbus  and  In¬ 
dianapolis  Central  Railway  Company,  a  corporation  of  the  states  of  Ohio 
and  Indiana  of  the  first  part;  and  Archibald  Parkhurst  of  the  city  of 
New  York,  trustee  upon  certain  trusts  hereinafter  provided,  party  of  the 
second  part,  witnesseth: 

Whereas,  The  Columbus  and  Indianapolis  Railroad  Company,  a  cor¬ 
poration  of  the  state  of  Ohio,  lately  of  that  name,  whose  road  extended 
from  Columbus  to  Covington,  and  thence  to  Union,  purchased  the  rail¬ 
road  of  the  Richmond  and  Covington  Railroad  Company,  a  railroad 
extending  from  said  Covington  to  the  state  line  between  the  states  of  Ohio 
and  Indiana,  and  which  said  last  mentioned  road,  with  its  appurtenances 
and  appendages,  for  the  consideration  in  the  agreement  of  sale  men¬ 
tioned,  was  duly  conveyed  to  said  Columbus  and  Indianapolis  Railroad 
Company,  whereby  the  railroad  of  the  last  named  company,  formed  a 
continuous  line  of  railroad,  without  break  and  of  the  same  gauge,  from 
Columbus  to  said  state  line,  and  there  connected,  by  continuous  line  of 
the  same  gauge,  with  the  railroad  of  the  Indiana  Central  Railway  Com¬ 
pany,  from  said  state  line  to  the  city  of  Indianapolis,  in  the  state  of 
Indiana. 

And  whereas,  Afterwards,  the  said  Columbus  and  Indianapolis  Rail¬ 
road  Company,  and  the  Indiana  Central  Railway  Company,  in  the  lawful 
exercise  of  their  corporate  powers,  under  their  charters,  and  the  laws 
of  the  states  of  Ohio  and  Indiana,  consolidated  themselves  together  and 
became  one  single  corporation;  under  the  name  of  the  Columbus  and 
Indianapolis  Central  Railway  Company,  the  party  hereto  of  the  first 
part;  whereby  the  said  party  of  the  first  part  became  liable  for  and  assumed 


440  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


all  the  just  debts  and  liabilities  existing  against  either  of  said  companies 
thus  consolidated  and  composing  the  first  party. 

And  whereas,  The  said  Columbus  and  Indianapolis  Railroad  Company 
heretofore  became  indebted  by  the  issue  of  bonds  secured  by  a  second 
mortgage  on  their  said  railroad  and  its  appurtenances,  etc.,  amounting 
to  four  hundred  thousand  dollars;  and  also  became  indebted  by  the  issue 
of  other  bonds  secured  by  a  third  mortgage  on  their  said  railroad,  etc., 
amounting  to  four  hundred  thousand  dollars;  and  whereas,  the  party  of 
the  first  part  deem  it  expedient  to  create  a  fund  of  two  hundred  thousand 
dollars  (in  addition  to  three  hundred  and  four  thousand  dollars  heretofore 
provided)  to  pay  for  any  additional  equipment  and  machinery  that  may  be 
required  by  the  party  of  the  first  part;  all  which  said  mortgage  bonds 
and  additional  fund  for  equipment  and  machinery  amounts,  in  the  aggre¬ 
gate,  to  one  million  of  dollars. 

And  whereas,  At  a  meeting  of  the  board  of  directors  of  the  Columbus 
and  Indianapolis  Central  Railway  Company,  held  at  Columbus  on  the 
thirteenth  day  of  October,  A.  D.  1864,  the  said  board  determined  that 
it  was  expedient  for  said  corporation  to  reduce  to  a  single  form  and 
class,  as  well  the  said  bonded  indebtedness  of  the  Columbus  and  India¬ 
napolis  Central  Railway  Company  growing  out  of  said  second  and  third 
mortgage  bonds  of  the  Columbus  and  Indianapolis  Railroad  Company, 
amounting  to  eight  hundred  thousand  dollars,  as  also  the  said  fund  of  two 
hundred  thousand  dollars  for  additional  equipment  and  machinery;  mak¬ 
ing,  in  the  aggregate,  one  million  of  dollars;  and  it  was  thereupon  resolved 
by  said  board: 

1.  That  a  new  series  of  one  thousand  bonds,  of  this  company,  be  pre¬ 
pared  for  issue  and  delivery,  signed  by  the  president  and  secretary,  and 
authenticated,  when  issued,  by  the  certificate  of  a  trustee,  each  for  the 
sum  of  one  thousand  dollars,  to  be  numbered  consecutively  from  one  to 
one  thousand,  bearing  date  the  first  day  of  November,  A.  D.  1864,  and 
payable  to  W.  D.  Thompson,  or  bearer,  in  the  city  of  New  York,  on 
the  first  day  of  November,  A.  D.  1904,  with  interest  warrants  thereto 
attached,  signed  by  the  secretary,  for  the  payment  of  interest  thereon,  at 
the  rate  of  seven  per  centum  per  annum,  payable  at  the  same  place,  half- 
yearly,  on  the  successive  first  days  of  May  and  November  of  each  year. 

2.  That  a  deed  of  conveyance  be  prepared  and  executed,  to  be  signed 
by  the  president  and  secretary,  conveying  the  road  and  its  appurtenances 
and  appendages,  its  franchises,  equipments,  property,  tools,  income  and 
interest,  to  a  trustee,  to  secure  the  payment  of  said  bonds  and  interest 
warrants,  and  in  such  form  and  with  such  provisions  as  the  president  of 
this  company,  by  executing  the  same,  shall  approve,  subject  to  a  prior 
lien  of  three  millions  two  hundred  thousand  dollars. 

3.  That  unless  the  board  of  directors  otherwise  direct,  the  said  bonds 
shall  be  used  for  no  purpose  except  to  be  negotiated,  substituted  or  ex¬ 
changed  for  the  present  outstanding  bonds  hereinabove  mentioned,  of 
eight  hundred  thousand  dollars,  and  for  the  said  additional  equipment 
and  machinery  to  the  amount  of  two  hundred  thousand  dollars;  and  so 
that,  by  the  surrender  and  payment  of  said  outstanding  bonds,  the  whole 
second  and  third  mortgage  bonded  indebtedness  of  this  company  may 


CORPORATE  HISTORY. 


441 


be  included  and  expressed  in  and  by  the  bonds  prepared  under  this 
resolution. 

4.  That  a  sinking  fund  of  five  thousand  dollars  annually,  to  provide 
for  the  payment  of  said  bonds,  shall  be  formed  by  setting  apart  on  the 
first  day  of  November,  A.  D.  1865,  and  each  and  every  year  thereafter, 
on  the  first  day  of  November,  the  sum  of  five  thousand  dollars.  This 
sinking  fund  shall  be  kept  and  invested  by  three  commissioners,  one  of 
whom  shall  be  the  president  of  this  company,  the  other  two  shall  be 
members  of  this  board,  one  of  which  shall  be  changed  annually.  They 
shall  invest  the  said  fund  in  the  outstanding  second  mortgage  bonds  of 
this  company,  if  the  same  can  be  obtained  at  a  price  not  exceeding  ten 
per  cent,  premium,  otherwise,  at  the  discretion  of  the  commissioners,  in 
stocks  of  the  United  States  or  the  states  of  Ohio  and  Indiana. 

5.  The  commissioners  shall  frame  rules  for  the  safety  and  management 
of  the  said  trust,  and  file  the  same  with  the  treasurer;  and  shall,  annually, 
file  their  report  with  the  treasurer,  showing  the  condition,  amount  and 
investment  of  said  sinking  fund. 

And  whereas,  The  said  Columbus  and  Indianapolis  Central  Railway 
Company  hath  made  and  executed  one  thousand  bonds  of  the  numbers,, 
form,  denomination  and  character  prescribed  by  said  resolution,  and 
holds  the  same  to  be  authenticated,  used  and  disposed  of,  in  accordance 
with  the  provisions  and  requisitions  of  said  resolution: 

Now,  therefore,  In  further  pursuance  of  said  resolution,  and  to  the  end 
and  purpose  of  assuring  the  punctual  payment  of  the  said  one  thousand 
bonds,  and  each  of  them,  to  each  and  every  person  who  may  become  the 
holder  of  the  same,  or  any  of  them,  this  indenture  witnesseth,  That  the 
said  Columbus  and  Indianapolis  Central  Railway  Company,  party  of  the 
first  part, 'in  consideration  of  all  and  singular  the  premises,  and  for  the 
further  consideration  of  one  dollar,  paid  to  said  company  by  Archibald 
Parkhurst,  party  of  the  second  part,  at  and  before  the  ensealing  these 
presents,  the  payment  of  which  is  hereby  acknowledged,  doth  hereby 
grant,  bargain,  sell,  enfeoff,  release,  assign  and  convey  unto  the  said 
Parkhurst,  his  heirs,  executors  and  administrators,  all  and  singular,  the 
entire  railroad  of  the  first  party,  extending  from  Columbus  to  India¬ 
napolis,  including  the  branch  from  Covington  to  Union,  and  its  fran¬ 
chises,  equipment,  property,  tolls  and  interest,  that  is  to  say:  the  lands, 
tenements,  hereditaments,  fixtures,  goods  and  chattels  of  said  company;  its 
property,  rights,  privileges,  interest  and  estate  of  every  description  and 
nature;  its  rails,  ties,  fences,  buildings  and  erections;  its  rights  of  way, 
cars,  engines,  tools  and  machinery;  its  rents,  reservations  and  reversions, 
of  every  nature,  including  all  the  property  which  said  first  party  now 
possess,  or  may  hereafter  acquire,  with  the  benefit  of  all  contracts 
which  said  first  party  hath  made,  or  by  assignment  or  succession  hold, 
or  may  hereafter  make  or  have,  either  in  law  or  equity,  and  the  right 
to  all  tolls,  income,  issues,  profits  and  interests  which  may  hereafter  accrue 
to  said  first  party  from  any  source  whatever:  Provided,  however,  that 
the  grant  and  conveyance  aforesaid  shall  not  include,  nor  operate  to 
transfer,  nor  be  held  to  prohibit  the  first  party  from  selling  and  convey¬ 
ing  any  land  which  said  company  own  that  is  not  and  cannot  be  used  for 


442  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


any  purpose  incident  to  the  management  and  business  of  said  railroad 
company,  or  the  repair  of  its  road;  nor  be  held  to  prohibit  said  first 
party  from  applying  any  money  or  personal  property  belonging  to  said 
company  to  the  repairs  of  said  road  or  its  appurtenances,  or  to  its 
current  expenses,  or  to  the  purchase  of  the  necessary  machinery,  or  the 
renewal  thereof;  and  the  board  of  directors  may  likewise  lawfully  dis¬ 
tribute  such  net  annual  income  or  profits  to  stockholders,  after  paying 
the  interest  of  said  bonds  and  providing  for  said  sinking  fund,  as  shall 
accrue  beyond  said  interest  and  sinking  fund.  And  provided,  further, 
that  this  conveyance  is  made  subject  to  the  prior  rights,  property,  estate 
and  liens  created  by  a  certain  mortgage  or  trust  deed  hereinafter  men¬ 
tioned.  To  have  and  to  hold  the  premises,  interest  and  rights  which 
pass,  or  are  intended  to  pass,  by  this  conveyance,  unto  the  said  Park- 
hurst,  his  heirs,  assigns,  executors  and  administrators,  forever. 

In  trust,  nevertheless,  for  the  persons  and  corporations,  and  for  the 
benefit,  protection  and  security  of  the  persons  or  corporations,  who 
shall  hold  the  bonds  about  to  be  issued  by  the  party  of  the  first  part, 
and  for  enforcing  the  stipulations  of  said  company  in  this,  behalf,  in 
their  true  intent  and  meaning,  whether  contained  in  said  bonds  or  in¬ 
terest  warrants,  or  in  this  deed;  and,  for  the  better  assuring  and  con¬ 
firming  the  title  and  power  of  the  said  Parkhurst,  his  heirs  and  assigns, 
executors  and  administrators,  and  especially  in  relation  to  such  property, 
interest  and  rights  hereafter  accruing  to,  or  acquired  by,  said  company, 
and  intended  to  pass  by  this  conveyance,  the  said  party  of  the  first  part 
hereby  covenants  with  the  said  party  of  the  second  part,  his  heirs,  assigns, 
executors  and  administrators,  that,  at  any  time  hereafter,  and  as  often 
as  may  be  required  by  the  person  or  persons  holding  the  above  granted 
estate  in  trust,  the  said  company  will  do  such  acts  and  make  such  further 
assurances  in  law  as  such  trustee  or  trustees  shall,  by  counsel  learned 
in  the  law,  be  reasonably  advised  are  necessary  for,  or  tend  to,  the  better 
carrying  out  of  the  object  of  the  parties  to  this  mortgage  or  deed  of  trust. 
In  case  default  be  made  by  said  company  in  payment  of  any  money, 
either  principal  or  interest,  secured  by  this  mortgage,  the  said  party  of 
the  first  part  hereby  covenants  and  agrees  with  the  said  grantee,  that 
within  six  months  after  such  default  shall  have  been  made  (the  same 
default  still  continuing)  the  said  company,  on  the  demand  of  the  trustee 
or  trustees  for  the  time  being,  shall  surrender  to  him  or  them,  or  to  the 
agent,  the  actual  possession  of  the  herein  granted  and  demised  premises, 
together  with  all  the  record  books,  papers  and  accounts  of  said  company; 
the  expenses  of  taking,  holding  and  managing  said  property,  if  posses¬ 
sion  be  taken,  to  be  paid  from  the  income,  and,  if  necessary,  from  the 
sale  of  such  personal  property  as  the  trustee  or  trustees  may  deem 
proper;  and  the  said  party  of  the  first  part  doth  herewith  and  hereby 
give  its  warrants  of  attorney,  irrevocable,  by  which,  in  case  of  default 
by  said  company  to  make  payment  of  any  sum  of  money,  either  prin¬ 
cipal  or  interest,  secured  by  this  mortgage,  for  the  period  of  six  months 
after  the  same  shall  have  become  due  and  payable,  the  said  company 
doth  authorize  any  lawful  attorneys-at-law,  or  solicitors  in  chancery,  of 
the  states  of  Ohio  or  Indiana,  to  enter  the  appearances  of  said  company, 


CORPORATE  HISTORY. 


443 


without  process,  in  any  court  or  courts  of  competent  jurisdiction,  to  any 
bill  or  bills  filed  by  the  trustee  or  trustees,  for  the  time  being,  for  the 
foreclosure  and  sale  of  the  premises  by  this  deed  granted  and  conveyed, 
or  a  part  thereof;  and,  if  requested  by  said  trustee  or  trustees,  to  consent, 
on  behalf  of  said  company,  that  a  receiver  or  receivers  be  appointed 
forthwith,  by  order  of  said  court  or  courts,  to  take  possession  of  said 
road,  or  any  part  thereof,  and  of  all  or  any  of  the  property,  real  or  per¬ 
sonal,  hereby  conveyed,  and  of  all  or  any  of  the  effects,  books,  business 
or  papers  of  said  company,  upon  such  terms,  etc.,  as  said  court  or  courts 
shall  prescribe;  and  further,  to  consent  that  a  decree  or  decrees  forth¬ 
with  pass  for  the  sale  of  the  whole  or  any  part  of  the  premises  hereby 
granted  and  conveyed,  without  appraisement,  but  under  the  direction  of 
the  court;  and  to  enter,  on  behalf  of  said  company,  a  stipulation  not  to 
appeal  from  said  decree,  and  not  to  impede  the  execution  thereof,  by  an 
application  for  a  rehearing,  or  by  bill  of  review,  or  by  other  step  to 
produce  delay;  provided,  however,  that  said  trustee  shall  not  demand 
the  surrender  of  possession  of  said  property,  or  file  a  bill  for  the  fore¬ 
closure  and  sale  of  said  premises,  unless  the  same  is  requested,  in  writ¬ 
ing,  by  holders  of  at  least  three  hundred  of  said  bonds;  and  it  is  further 
agreed  by  the  party  of  the  first  part,  that  in  case  the  said  company,  for 
the  term  of  six  months,  shall  make  default  of  the  payment  of  its  interest 
warrants,  or  any  of  them,  then  the  whole  principal  money  contained  in 
the  said  bonds  shall  become  due  and  payable;  and  it  is  further  agreed 
by  the  party  of  the  first  part,  that  the  proceeds  of  the  sale  hereinbefore 
mentioned  shall  be  applied,  first,  to  paying  said  trustee  all  reasonable 
charges  and  expenses,  and  to  indemnify  him  from  all  liability  as  trustee; 
secondly,  to  paying  the  holders  of  said  bonds  in  full  or  in  equal  pro¬ 
portions,  the  principal  and  interest  of  said  bonds;  and,  lastly,  to  pay  the 
surplus,  if  any,  to  the  members  of  said  company  who  hold  stock  at  the 
time  of  the  sale. 

It  is  hereby  mutually  agreed  by  the  parties,  that  the  said  trustee  shall 
be  responsible  for  gross  negligence  and  wilful  default  only;  nor  shall 
said  trustee  be  bound  to  take  any  steps,  unless  at  his  option,  touching  the 
execution  of  this  trust  which,  in  his  opinion,  is  likely  to  involve  him  in 
expense  or  personal  liability,  unless  some  one  or  more  of  the  bond¬ 
holders  (as  often  as  the  trustee  shall  deem  necessary)  shall  give  to  said 
trustee  reasonable  security  to  indemnify  him  against  such  expenses  and 
personal  responsibility,  anything  hereinbefore  contained  to  the  contrary 
notwithstanding. 

In  all  cases  in  which  the  trustee  may  be  required  to  act,  he  is  hereby 
invested  with  full  powers  or  arbitrament  and  of  compromise,  and  of 
appointing  agents  and  attorneys,  to  act  in  his  behalf.  Upon  the  de¬ 
cease  or  inability  to  act  of  the  said  Archibald  Parkhurst,  or  of  any  other 
trustee  hereafter  appointed  by  a  court  of  equity  as  successor,  any  court 
of  competent  jurisdiction  is  hereby  authorized  to  appoint  a  trustee  in 
the  place  of  such  deceased  trustee,  on  application  by  the  holders  of  one- 
sixth  of  the  number  of  said  bonds,  and  by  decree  or  otherwise  invest 
the  person  so  appointed  with  the  full  estate,  powers,  rights,  duties  and 
obligations  of  the  present  trustee,  and  subject  to  the  provisions  and 


444  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


stipulations  of  this  indenture.  And  it  is  hereby  declared,  that  all  the 
estate,  trust,  powers,  provisions,  stipulations  and  conditions  of  this  in¬ 
denture,  shall  attach  to  and  be  executed  by  whomsoever  shall  be  appointed 
trustee  as  aforesaid,  in  the  same  manner  as  by  and  to  the  said  original 
trustee. 

Provided,  however,  nevertheless,  and  these  presents  are  upon  the  fol¬ 
lowing  express  condition,  that  if  the  said  party  of  the  first  part  shall  well 
and  truly  pay  to  the  holders  of  the  said  bonds  the  several  and  respective 
sums  of  money  and  interest  due  and  accruing,  on  the  day  and  according 
to  the  conditions  therein  expressed,  then  and  thenceforth  this  indenture, 
and  the  estate  hereby  granted,  shall  become  void. 

It  is  hereby  made  known  and  declared,  that  this  conveyance,  and  the 
trusts  and  provisions  therein  contained,  are  subordinate  and  subject  to 
a  prior  lien,  created  by  a  certain  mortgage  or  trust  deed  heretofore  exe¬ 
cuted  by  the  first  to  the  second  party,  and  dated  on  the  thirteenth  day 
of  October,  A.  D.  1864,  to  secure  the  payment  of  thirty-two  hundred 
bonds  of  one  thousand  dollars  each,  with  interest  from  January  1st, 
1865,  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi-annually, 
and  which  bonds  are  due  on  the  first  day  of  November,  in  the  year  one 
thousand  nine  hundred  and  four,  and  are  further  secured  by  the  reserva¬ 
tion  annually  of  a  sinking  fund  of  sixteen  thousand  dollars. 

In  witness  whereof,  the  said  party  of  the  first  part  to  these  presents,  in 
duplicate,  hath  set  its  corporate  seal;  and  the  president  and  secretary, 
duly  authorized  by  resolution  of  said  company,  hath,  for  and  in  behalf 
of  said  company,  subscribed  the  same. 

Columbus  and  Indianapolis  Central  Railway, 
[seal]  By  B.  E.  SMITH,  President. 

Attest : 

G.  MOODIE,  Secretary. 

Signed,  sealed  and  acknowledged  in  presence  of  us: 

WM.  FERSON, 

WM.  JAMISON. 

Stamps  required  by  law  placed  on  bonds. 

Duly  acknowledged  before  Wm.  Jamison,  notary  public,  Franklin 
county,  Ohio,  November  4,  1864. 

Recorded,  Franklin  county,  Ohio,  November  7*  1864,  Mortgage  Record 
No.  22,  page  88.  Also  recorded  in  Madison,  Union,  Champaign,  Darke, 
Miami,  Preble  counties,  Ohio,  and  in  Marion,  Wayne,  Henry  and  Han¬ 
cock  counties,  Indiana,  in  November,  1864. 

N°-  .  United  States  of  America.  $1000. 

The  Columbus  and  Indianapolis  Central  Railway  Company. 

States  of  Ohio  and  Indiana. 

Second  Mortgage  Sinking  Fund  Bond. 

Know  all  men  by  these  presents,  That  the  Columbus  and  Indianapolis 
Central  Railway  Company  is  indebted  to  William  D.  Thompson,  of  the 


CORPORATE  HISTORY. 


445 


city  of  New  York,  or  bearer,  in  the  sum  of  one  thousand  dollars,  lawful 
money  of  the  United  States,  which  the  said  company  promises  to  pay  to 
him  or  to  the  bearer  hereof,  on  the  first  day  of  November,  in  the  year 
one  thousand  nine  hundred  and  four,  in  the  city  of  New  York,  with 
interest  thereon  at  the  rate  of  seven  per  centum  per  annum,  payable  semi¬ 
annually  in  the  city  of  New  York,  on  the  first  days  of  May  and  November 
of  each  year,  on  the  presentation  and  surrender  of  the  coupons  hereto 
annexed  as  they  severally  become  due,  and  in  case  of  the  non-payment  of 
any  half-yearly  installment  of  interest  which  shall  have  become  payable, 
and  shall  have  been  demanded,  if  such  default  shall  continue  for  six 
months  after  the  maturity  of  the  said  installment,  the  principal  of  this 
bond  shall  become  due  in  the  manner  and  with  the  effect  specified  in 
the  deed  of  trust  securing  such  payment.  This  bond  is  one  of  an  issue 
of  not  exceeding  $1,000,000  and  has  a  special  second  lien,  on  all  of  the 
railway,  property,  equipments  and  franchises  of  the  said  company,  as 
mentioned  in  the  deed  of  trust  securing  its  payment,  subject  to  prior 
mortgage  liens  of  $3,200,000. 

The  holder  hereof  will  also  be  entitled  to  the  benefit  and  security  of  a 
sinking  fund  of  five  thousand  dollars,  provided  for  and  described  in  said 
deed  of  trust,  to  be  set  apart  annually  for  investment,  out  of  the  earnings 
of  said  company  for  the  redemption  of  the  one  million  dollars  secured 
by  said  deed  of  trust.  This  bond  shall  be  transferable  by  delivery,  or 
it  may  be  registered  as  to  its  ownership  on  a  registry  to  be  kept  by  the 
company,  and  being  so  registered,  it  shall  then  be  transferable  only  on 
the  books  of  the  company  until  released  from  such  registry  on  said  books 
by  its  owner.  This  bond  shall  not  become  obligatory  until  it  shall  have 
been  authenticated  by  a  certificate  annexed  to  it  duly  signed  by  the 
trustee. 

In  witness  whereof,  the  said  railway  company  has  caused  its  corporate 
seal  to  be  hereto  affixed,  and  the  same  to  be  attested  by  the  signatures  of 
its  president  and  secretary,  and  has  also  caused  the  coupons  hereto 
annexed  to  be  signed  by  its  secretary,  the  first  day  of  November,  in  the 
year  of  our  Lord  eighteen  hundred  and  sixty-four. 

- ,  Secretary.  - ,  President. 

I  hereby  certify  that  this  bond  is  one  of  the  series  of  bonds  described 
in  and  secured  by  the  deed  of  trust  or  mortgage  above  mentioned. 

A.  PARKHURST,  Trustee. 

COPY  OF  COUPON  ATTACHED  TO  BOND. 

$35.  Second  Mortgage  Interest  Warrant.  $35. 

Due  November  1st,  1904. 

The  Columbus  and  Indianapolis  Central  Railway  Company  will  pay  to 
bearer,  in  the  city  of  New  York,  thirty-five  dollars,  being  six  months’ 
interest  on  its  bond. 

No. 


,  Secretary. 


446  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


ENDORSEMENT  ON  BACK  OF  BOND. 

States  of  Ohio  and  Indiana. 

Columbus  and  Indianapolis  Central  Railway  Company. 

Forty  Year  Seven  Per  Cent.  Sinking  Fund  Bond. 

No.  - .  Second  Mortgage.  $1000. 

Interest  payable  May  and  November;  redeemable  November,  1904,  in  the 

city  of  New  York. 

. . 18 

This  bond  is  payable  to . 

and  transferable  by . on  the  books  of  the  company. 

- ,  Register. 


UNION  AND  LOGANSPORT  RAILROAD 

COMPANY.1 

ARTICLES  OF  ASSOCIATION. 

Be  it  known  that  the  undersigned,  whose  respective  places  of  resi¬ 
dence  are  set  down  in  their  subscriptions  hereto,  for  the  purpose  of 
organizing  a  company  to  construct,  own  and  maintain  a  contemplated 
railroad  hereinafter  named,  pursuant  to  and  under  the  provisions  of  an 
act  of  the  legislature  of  the  state  of  Indiana,  entitled  “  An  act  to  pro¬ 
vide  for  the  incorporation  of  railroad  companies,”  approved  May  11,  1852, 
and  also  an  act  entitled  “  An  act  to  empower  railroad  companies  to 
receive  lands,  lots  and  other  property  in  subscription  of  stock,”  approved 
January  20th,  1852,  and  of  such  acts  of  the  said  legislature  since  passed 
in  aid  of  or  amendatory  to  said  acts,  do  hereby,  each  for  himself,  sub¬ 
scribe  for  the  number  of  shares  of  the  capital  stock  of  said  contemplated 
corporation  set  opposite  our  respective  names,  payable  as  may  be  here¬ 
after  ordered  and  directed  by  the  board  of  directors  of  the  said  corpora¬ 
tion,  and  we  hereby  adopt  and  subscribe  to  the  following  articles  of  asso¬ 
ciation  for  said  corporation. 

Article  1st.  The  name  of  this  corporation  shall  be  the  Union  and 
Logansport  Railroad  Company. 

Art.  2nd.  The  capital  stock  of  the  company  shall  be  two  millions 
of  dollars,  which  shall  be  divided  into  eighty  thousand  shares  of  twenty- 
five  dollars  each. 

Art.  3rd.  The  number  of  directors  to  manage  the  affairs  and  business 
of  the  company  shall  be  seven,  a  majority  of  whom  shall  be  a  quorum  to 
do  business,  and  we  hereby  select  the  following  named  persons  to  con¬ 
stitute  the  first  board  of  directors,  to  wit:  Jonas  Ward,  Jeremiah  Smith, 
David  R.  McKinney,  Aaron  C.  Swayzee,  David  Bish,  Geo.  W.  Webster 
and  John  Willson. 

Art.  4th.  The  purpose  and  object  of  this  corporation  is  to  construct, 
own  and  maintain  a  railroad  commencing  at  the  state  line  in  the  town  of 
Union,  in  Randolph  county,  in  the  state  of  Indiana,  and  running  thence 


1  See  page  50. 


CORPORATE  HISTORY. 


447 


on  such  route  as  may  be  selected  by  the  corporation,  to  the  city  of 
Logansport,  in  the  county  of  Cass,  in  the  said  state,  and  there  to  make 
such  intersections  and  connections  with  other  railroads,  as  the  corpora¬ 
tion  may  choose  to  make,  the  said  railroad  to  pass  into  or  through  the 
counties  of  Randolph,  Jay,  Blackford,  Grant,  Miami,  and  Cass,  in  the 
state  of  Indiana,  and  to  be  about  ninety-three  miles  long,  as  near  as  may 
be. 

Signed  by  46  subscribers. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana,  January  5,  1863. 


AGREEMENT 

Between  the  Union  and  Logansport  Railroad  Company  and  the 
Marion  and  Mississinewa  Valley  Railroad  Company. 

Dated  January  8,  1863. 

For  the  sale  to  the  Union  and  Logansport  Railroad  Company  of  the 
Marion  and  Mississinewa  Valley  Railroad. 

It  is  agreed  by  and  on  the  part  of  the  Union  and  Logansport  Railroad 
Company,  a  corporation  created  and  existing  under  and  by  virtue  of  the 
laws  of  the  state  of  Indiana,  to  and  with  the  Marion  and  Mississinewa 
Valley  Railroad  Company,  a  corporation  created  and  existing  under  and 
by  virtue  of  the  laws  of  the  state  of  Indiana,  that,  in  consideration  of 
the  conveyance  by  the  last  named  company  to  the  first  named  company 
of  the  roadbed,  right  of  way,  turn-outs,  station  and  depot  grounds,  and 
gravel  banks,  constituting  and  lying  along  its  line  of  road  from  the  town 
of  Union,  in  Randolph  county,  in  the  state  of  Indiana,  to  the  city  of 
Logansport,  in  the  county  of  Cass,  in  said  state,  and  also  the  books, 
papers,  records  and  office  furniture  of  the  said  Marion  and  Mississinewa 
Valley  Railroad  Company,  and  all  other  property  and  assets  that  may 
remain  after  the  debts  of  the  said  company  shall  be  fully  paid  and  dis¬ 
charged,  the  said  Union  and  Logansport  Railroad  Company  will  issue 
and  deliver  to  the  stockholders  of  the  said  Marion  and  Mississinewa 
Valley  Railroad  Company,  stock  of  the  said  Union  and  Logansport  Rail¬ 
road  Company,  to  half  the  amount  of  the  original  stock  of  the  Marion 
and  Mississinewa  Valley  Railroad  Company  that  may  be  presented  in 
even  shares  at  the  office  of  the  Union  and  Logansport  Railroad  Company 
and  surrendered  to  be  canceled,  at  any  time  within  one  year  from  this 
date;  but  the  Union  and  Logansport  Railroad  Company  shall  not  be 
required  to  issue  a  fractional  share  of  stock  to  any  stockholder  of  the 
Marion  and  Mississinewa  Valley  Railroad  Company,  nor  for  interest, 
nor  for  stock  that  has  been  issued  for  interest,  but  only  for  original 
stock  that  has  been  and  is  now  fully  paid  out  to  the  said  Marion  and 
Mississinewa  Valley  Railroad  Company. 

In  witness  whereof,  and  by  order  of  the  board  of  directors  of  the  said 


448  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Union  and  Logansport  Railroad  Company,  this  agreement  is  signed  by 
its  president  and  attested  by  secretary  this  8th  day  of  January,  1863. 

The  Union  and  Logansport  Railroad  Company, 

By  D.  R.  McKINNEY,  Vice-President. 

Attest: 

JAMES  BROWNLEE,  Secretary  of  U.  &  L.  Co. 

The  Marion  and  Mississinewa  Valley  Railroad  Company, 

By  JOEL  N.  CONVERSE,  President. 

Attest: 

JAMES  BROWNLEE,  Secretary  of  M.  &  M.  V.  R.  R.  Co. 


DEED. 

Marion  and  Mississinewa  Valley  Railroad  Company  to  the  Union 

and  Logansport  Railroad  Company. 

Dated  January  9,  1863. 

Conveying  railroad,  properties,  etc.,  of  the  Marion  and  Mississinewa 

Valley  Railroad  Company. 

This  indenture,  made  this  ninth  day  of  January,  A.  D.  1863,  between 
the  Marion  and  Mississinewa  Valley  Railroad  Company,  a  corporation 
created  and  existing  by  the  laws  of  the  state  of  Indiana,  of  the  first  part, 
and  the  Union  and  Logansport  Railroad  Company,  a  corporation  created 
and  existing  under  and  by  virtue  of  the  laws  of  said  state  of  the  second 
part,  witnesseth: 

That  in  consideration  that  the  party  of  the  second  part  agrees  to  issue 
to  the  stockholders  of  the  party  of  the  first  part  stock  of  the  party  of  the 
second  part,  to  half  the  amount  of  the  stock  of  the  party  of  the  first  part 
that  shall  be  surrendered  to  be  cancelled  at  the  office  of  the  party  of  the 
second  part,  within  one  year  from  this  date,  the  party  of  the  first  part 
hath  sold,  transferred,  assigned  and  conveyed,  and  by  these  presents  does 
sell,  transfer,  assign,  convey  and  confirm  unto  the  party  of  the  second  part, 
its  successors  and  assigns  forever,  the  following  property  now  owned  by 
the  party  of  the  first  part,  to  wit:  the  roadbed,  right  of  way,  turn-outs, 
station  and  depot  grounds  and  gravel  banks  constituting  and  lying  on 
and  along  its  line  of  road,  extending  from  the  town  of  Union,  in  Ran¬ 
dolph  county,  in  the  state  of  Indiana,  to  the  city  of  Logansport,  in  the 
county  of  Cass,  in  said  state;  and  also  all  the  books,  papers,  records  and 
office  furniture  of  the  said  party  of  the  first  part,  and  all  property  and 
assets  of  the  party  of  the  first  part  that  may  remain  after  the  debts  of 
the  party  of  the  first  part  shall  be  fully  paid  and  discharged,  with  all  the 
rights,  privileges  and  appurtenances  to  the  same  belonging  or  in  any 
wise  appertaining. 

To  have  and  to  hold  the  same  and  every  part  thereof  to  the  said  party 
of  the  second  part,  its  successors  and  assigns  forever. 

1 

In  witness  whereof  and  by  order  of  the  board  of  directors  of  the  said 
Marion  and  Mississinewa  Valley  Railroad  Company,  this  indenture  is 


CORPORATE  HISTORY. 


449 


signed  by  its  president,  countersigned  by  its  secretary,  and  sealed  with 
its  seal,  this  ninth  day  of  January,  A.  D.  1863. 

Marion  and  Mississinewa  Valley  Railroad  Company, 

By  JOEL  N.  CONVERSE,  President. 

JAMES  BROWNLEE,  Secretary. 

Acknowledged  before  Charles  S.  Tibbets,  notary  public,  Grant  county, 
Indiana,  January  9,  1863. 


MORTGAGE. 

Union  and  Logansport  Railroad  Company  to  Joseph  T.  Thomas, 

Trustee. 

Dated  December  1,  1865. 

Securing  $2,000,000  bonds  of  $1000  each,  dated  December  1,  1865,  payable 
December  1,  1905,  bearing  7  per  cent,  interest. 

This  indenture,  made  on  this  first  day  of  December,  in  the  year  one 
thousand  eight  hundred  and  sixty-five,  between  the  Union  and  Logans¬ 
port  Railroad  Company,  a  corporation  of  the  state  of  Indiana,  of  the 
first  part;  and  Joseph  T.  Thomas,  of  the  city  of  Philadelphia,  trustee 
upon  certain  trusts  hereinafter  provided,  of  the  second  part,  witnesseth: 

Whereas,  At  a  meeting  of  the  board  of  directors  of  the  Union  and 
Logansport  Railroad  Company,  held  at  Union  City,  Ind.,  on  the  thirtieth 
day  of  October,  A.  D.  1865,  it  was  by  said  board  of  directors  resolved: 

First.  That  for  the  purpose  of  providing  additional  means  for  the 
construction  of  our  railroad  from  Union  City  to  Logansport,  and  for 
paying  for  materials  for  the  same,  and  for  borrowing  money  for  the 
same,  or  for  either  of  said  purposes,  in  whole  or  part,  and  for  the  pur¬ 
pose  of  securing  the  repayment  of  any  money  so  borrowed,  a  series  of 
two  thousand  bonds  of  this  company  be  prepared  for  issue  and  delivery, 
signed  by  the  president  and  secretary,  and  authenticated,  when  issued, 
by  the  certificate  of  a  trustee,  each  for  the  sum  of  one  thousand  dollars, 
to  be  numbered  consecutively  from  one  to  two  thousand,  bearing 
date  the  first  day  of  December,  A.  D.  1865,  and  payable  to  J.  Edgar 
Thomson  or  bearer,  in  the  city  of  New  York,  on  the  first  day  of  De¬ 
cember,  A.  D.  1905,  with  interest  warrants  thereto  attached,  signed  by  the 
secretary,  for  the  payment  of  interest  thereon,  at  the  rate  of  seven  per 
centum  per  annum,  payable  at  the  city  of  New  York,  half-yearly,  on 
the  successive  first  days  of  April  and  October  of  each  year. 

That  said  bonds  when  issued  and  paid  out  or  sold  and  delivered,  shall 
have  and  hold  a  first  and  exclusive  lien  on  all  the  franchises,  railroad 
buildings  and  real  estate  and  railroad  tracks,  and  the  iron  and  materials 
for  the  same,  and  on  all  the  equipments,  rolling  stock,  cars,  machinery 
and  other  property  necessary  for  or  provided  to  be  used  in  the  operating 
of  said  road;  and  which  is  now  possessed  by  said  company  or  may  here¬ 
after  be  possessed. 

Second.  That  a  deed  of  conveyance  be  prepared  and  executed,  to  be 
signed  by  the  president  and  secretary,  conveying  the  road  and  its  appur- 

29 


450  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  R\  .  CO. 

tenances,  and  its  appendages,  its  franchises,  equipments,  property,  tools, 
income  and  interests  as  above  specified,  to  Joseph  T.  Thomas,  as  trustee, 
to  secure  the  payment  of  said  bonds  and  interest  warrants,  and  in  such 
form  and  with  such  provisions  as  the  president  of  the  company  may  by 

executing  approve.  * 

Third.  That  a  sinking  fund  of  ten  thousand  dollars  annually,  to  pro¬ 
vide  for  the  payment  of  said  bonds,  shall  be  formed  by  setting  apart 
on  the  first  day  of  April,  A.  D.  1868,  and  each  and  every  year  thereafter, 
on  the  first  day  of  April,  the  sum  of  ten  thousand  dollars.  This  sinking 
fund  shall  be  kept  and  invested  by  three  commissioners,  one  of  whom 
shall  be  the  president  of  this  company,  the  other  two  shall  be  members 
of  this  board,  one  of  which  shall  be  changed  annually. 

They  shall  invest  the  said  fund  in  the  outstanding  mortgage  bonds  of 
this  company,  if  the  same  can  be  obtained  at  a  price  not  exceeding  ten 
per  cent,  premium;  otherwise,  at  the  discretion  of  the  commissioners,  in 
stock  of  the  United  States  or  of  the  state  of  Indiana.  That  said  com¬ 
missioners  shall  frame  rules  for  the  safety  and  management  of  the  said 
trust,  and  file  the  same  with  the  treasurer,  and  shall  annually  file  theii 
report  with  the  treasurer,  showing  the  condition,  amount  and  investment 
of  said  sinking  fund. 

Ordered,  That  the  president  of  this  company  is  hereby  authorized  and 
directed  to  proceed  immediately  to  make,  execute  and  prepare  for  de¬ 
livery,  the  said  two  thousand  bonds,  and  also  to  make,  execute,  acknowl¬ 
edge  and  deliver  the  said  mortgage,  securing  the  same  and  conveying 
and  mortgaging  for  that  purpose,  the  franchises  and  property  in  this 
order  specified,  and  that  when  said  mortgage  and  bonds  shall  be  so 
prepared  and  ready  for  issue,  he  shall  be  and  hereby  is  fully  authorized 
to  use,  sell,  deliver  and  appropriate  the  same,  as  shall  be  required  for 
the  construction  of  the  road. 

And  whereas,  The  said  Union  and  Logansport  Railroad  Company  hath 
made  and  executed  twenty  hundred  bonds  of  the  numbers,  form,  de¬ 
nomination  and  character  prescribed  by  said  resolution,  and  hold  the 
same  to  be  authenticated,  used  and  disposed  of  in  accordance  with  the 
provisions  and  requisitions  of  said  resolution. 

Now,  therefore,  In  further  pursuance  of  said  resolution  and  to  the  end 
and  purpose  of  assuring  the  punctual  payment  of  the  said  twenty  hundred 
bonds,  and  each  of  them,  to  each  and  every  person  who  may  become  the 
holder  of  the  same,  or  any  of  them,  this  indenture  witnesseth,  That  the 
said  Union  and  Logansport  Railroad  Company,  party  of  the  first  part,  in 
consideration  of  all  and  singular  the  premises,  and  for  the  further  con¬ 
sideration  of  one  dollar,  paid  to  said  company  by  Joseph  T.  Thomas,  party 
of  the  second  part,  at  and  before  the  ensealing  these  presents,  the  payment 
of  which  is  hereby  acknowledged,  doth  hereby  grant,  bargain,  sell, 
enfeoff,  release,  assign  and  convey  unto  the  said  Joseph  T.  Thomas,  his 
heirs,  executors  and  administrators,  all  and  singular,  the  entire  railroad 
of  the  first  party,  extending  from  Union  City  to  Logansport,  and  its 
franchises,  equipment,  property,  tolls  and  interests,  that  is  to  say:  the 
lands,  tenements,  hereditaments,  fixtures,  goods  and  chattels  of  said  com¬ 
pany;  its  property,  rights,  privileges,  interest  and  estate  of  every  de- 


CORPORATE  HISTORY. 


451 


scription  and  nature;  its  rails,  ties,  fences,  buildings  and  erection;  its 
rights  of  way,  cars,  engines,  tools  and  machinery;  its  rents,  reservations 
and  reversions  of  every  nature,  including  all  the  property  which  said 
first  party  now  possess  or  may  hereafter  acquire,  with  the  benefit  of  all 
contracts  which  said  first  party  hath  made,  or  by  assignment  or  succes¬ 
sions  hold  or  may  hereafter  make  or  have,  either  in  law  or  equity,  and 
the  right  to  all  tolls,  incomes,  issues,  profits  and  interest  which  may 
hereafter  accrue  to  said  first  party  from  any  source  whatever. 

Provided,  however,  that  the  grant  and  conveyance  aforesaid  shall  not 
include  nor  operate  to  transfer,  nor  be  held  to  prohibit  the  first  party 
from  selling  and  conveying  any  land  which  said  company  own,  that  is 
not  and  cannot  be  used  for  any  purpose  incident  to  the  management  and 
business  of  said  railroad  company,  or  the  repair  of  its  road,  nor  be  held 
to  prohibit  said  first  party  from  applying  any  money  or  personal  property 
belonging  to  said  company  to  the  repairs  of  said  road  or  its  appurten¬ 
ances,  or  to  its  current  expenses,  or  to  the  purchase  of  the  necessary 
machinery,  or  the  renewal  thereof;  and  the  board  of  directors  may  like¬ 
wise  lawfully  distribute  such  net  annual  income  of  profits  to  stockholders 
after  paying  the  interest  of  said  bonds  and  providing  for  said  sinking 
fund,  as  shall  accrue  beyond  said  interest  and  sinking  fund. 

To  have  and  to  hold  the  premises,  interests  and  rights  which  pass  or 
are  intended  to  pass  by  this  conveyance  unto  the  said  Joseph  T.  Thomas, 
his  heirs,  assigns,  executors  and  administrators  forever. 

In  trust  nevertheless,  for  the  persons  and  corporations,  and  for  the 
benefit,  protection  and  security  of  the  persons  or  corporations  who  shall 
hold  the  bonds  about  to  be  issued  by  the  party  of  the  first  part,  and  for 
enforcing  the  stipulations  of  said  company  in  this  behalf  in  their  true 
intent  and  meaning,  whether  contained  in  said  bonds  or  interest  war¬ 
rants  or  in  this  deed. 

And  for  the  better  assuring  and  confirming  the  title  and  power  of  the 
said  Joseph  T.  Thomas,  his  heirs,  assigns,  executors  and  administrators, 
and  especially  in  relation  to  such  property,  interest  and  rights,  here¬ 
after  accruing  to  or  acquired  by  said  company  and  intended  to  pass  by 
this  conveyance,  the  said  party  of  the  first  part  hereby  covenants  with 
the  said  party  of  the  second  part,  his  heirs,  assigns,  executors  and  ad¬ 
ministrators,  that  at  any  time  hereafter,  and  as  often  as  may  be  required 
by  the  person  or  persons  holding  the  above  grantee’s  estate  in  trust, 
the  said  company  will  do  such  acts,  and  make  such  further  assurances 
in  law  as  such  trustee  or  trustees  shall,  by  counsel  learned  in  the  law, 
be  reasonably  advised  are  necessary  for  or  tend  to  the  better  carrying  out 
of  the  object  of  the  parties  to  this  mortgage  or  deed  of  trust. 

In  case  default  be  made  by  said  company  in  payment  of  any  money, 
either  principal  or  interest,  secured  by  this  mortgage,  the  said  party  of 
the  first  part  hereby  covenants  and  agrees  with  the  said  grantee,  that 
within  six  months  after  such  default  shall  have  been  made  (the  same 
default  still  continuing),  the  said  company,  on  the  demand  of  the  trustee 
or  trustees  for  the  time  being,  shall  surrender  to  him  or  them,  or  to  the 
agent,  the  actual  possession  of  the  herein  granted  and  demised  premises, 
together  with  all  the  records,  books,  papers  and  accounts  of  said  com- 


452  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

pany;  the  expenses  of  taking,  holding  and  managing  said  property,  if 
possession  be  taken,  to  be  paid  from  the  income,  and  if  necessary,  from 
the  sale  of  such  personal  property  as  the  trustee  or  trustees  may  deem 
proper.  And  the  said  party  of  the  first  part  doth  herewith  and  hereby 
give  its  warrants  of  attorney,  irrevocable,  by  which,  in  case  of  default  by 
said  company  to  make  payment  of  any  sum  of  money,  either  principal 
or  interest,  secured  by  this  mortgage,  for  the  period  of  six  months  after 
the  same  shall  have  become  due  and  payable,  the  said  company  doth 

authorize  any  lawful  attorney  at  law,  or  solicitor  in  chancery,  of  the 

state  of  Indiana,  to  enter  the  appearance  of  said  company  without  pro¬ 
cess  in  any  court  or  courts  of  competent  jurisdiction,  to  any  bill  or  bills 
filed  by  the  trustee  or  trustees,  for  the  time  being,  for  the  foreclosure 
and  sale  of  the  premises  by  this  deed  granted  and  conveyed,  or  any  part 
thereof,  and  if  requested  by  said  trustee  or  trustees  to  consent,  on  be¬ 
half  of  said  company,  that  a  receiver  or  receivers  be  appointed  forthwith 
by  order  of  said  court  or  courts,  to  take  possession  of  said  road,  or  any 
part  thereof,  and  of  all  or  any  of  the  property,  real  or  personal,  hereby 
conveyed,  and  of  all  or  any  of  the  effects,  books,  business  or  papers  of 
said  company,  upon  such  terms,  etc.,  as  said  court  or  courts  shall  pre¬ 
scribe;  and  further,  to  consent  that  a  decree  or  decrees  forthwith  pass 
for  the  sale  of  the  whole  or  any  part  of  the  premises  hereby  granted 
and  conveyed,  without  appraisement,  but  under  the  direction  of  the 

court,  and  to  enter  on  behalf  of  said  company,  a  stipulation  not  to 

appeal  from  said  decree  and  not  to  impede  the  execution  thereof  by  an 
application  for  a  rehearing,  or  by  bill  of  review,  or  by  other  step  to 
produce  delay.  Provided,  however,  that  said  trustee  shall  not  demand 
the  surrender  of  possession  of  said  property,  or  file  a  bill  for  the  fore¬ 
closure  and  sale  of  said  premises,  unless  the  same  is  requested,  in  writ¬ 
ing,  by  holders  of  at  least  one  thousand  of  said  bonds.  And  it  is  further 
agreed  by  the  party  of  the  first  part,  that  in  case  the  said  company,  for 
the  term  of  six  months,  shall  make  default  of  the  payment  of  its  interest 
warrants,  or  any  of  them,  then  the  whole  principal  money  contained  in 

the  said  bonds  shall  become  due  and  payable. 

And  it  is  further  agreed  by  the  party  of  the  first  part,  that  the  proceeds 
of  the  sale  hereinbefore  mentioned  shall  be  applied,  first,  to  paying  said 
trustee  all  reasonable  charges  and  expenses,  and  to  indemnify  him  from 
all  liability  as  trustee;  secondly,  to  paying  the  holders  of  said  bonds  in 
full,  or  in  equal  proportions,  the  principal  and  interest  of  said  bonds; 
and  lastly,  to  pay  the  surplus,  if  any,  to  the  members  of  said  company 

who  hold  stock  at  the  time  of  the  sale. 

It  is  hereby  mutually  agreed  by  the  parties  that  the  said  trustee  shall 
be  responsible  for  gross  negligence  and  wilful  default  only,  nor  shall 
such  trustee  be  bound  to  take  any  steps,  unless  at  his  option,  touching 
the  execution  of  this  trust  which,  in  his  opinion,  is  likely  to  involve  him 
in  expense  or  personal  liability,  unless  some  one  or  more  of  the  bond¬ 
holders  (as  often  as  the  trustee  shall  deem  necessary)  shall  give  to  said 
trustee  reasonable  security  to  indemnify  him  against  such  expenses  and 
personal  responsibility,  anything  hereinbefore  contained  to  the  contrary 
notwithstanding.  In  all  cases  in  which  the  trustee  may  be  required  to 


CORPORATE  HISTORY. 


453 


act,  he  is  hereby  invested  with  full  powers  of  arbitrament  and  of  com¬ 
promise,  and  of  appointing  agents  and  attorneys  to  act  in  his  behalf. 

Upon  the  decease  or  inability  to  act  of  the  said  Joseph  T.  Thomas,  or 
of  any  other  trustee  hereafter  appointed  by  a  court  of  equity  as  successor, 
any  court  of  competent  jurisdiction  is  hereby  authorized  to  appoint  a 
trustee  in  the  place  of  such  deceased  trustee,  etc.,  on  application  by  the 
holders  of  one-sixth  of  the  number  of  said  bonds,  and  by  decree  or 
otherwise,  invest  the  person  so  appointed  with  the  full  estate,  powers, 
rights,  duties  and  obligations  of  the  present  trustee,  and  subject  to  the 
provisions  and  stipulations  of  this  indenture. 

And  it  is  hereby  declared  that  all  the  estate,  trusts,  powers,  provisions, 
stipulations  and  conditions  of  this  indenture  shall  attach  to  and  be  exe¬ 
cuted  by  whomsoever  shall  be  appointed  trustee  as  aforesaid,  in  the  same 
manner  as  by  and  to  the  said  original  trustee. 

Provided,  however,  nevertheless,  and  these  presents  are  upon  the  fol¬ 
lowing  express  condition,  that  if  the  said  party  of  the  first  part  shall  well 
and  truly  pay  to  the  holders  of  the  said  bonds  the  several  and  respective 
sums  of  money  and  interest  due  and  accruing  on  the  day  and  according 
to  the  conditions  therein  expressed,  then  and  thenceforth  this  indenture 
and  the  estate  hereby  granted  shall  become  void. 

In  witness  whereof  the  said  party  of  the  first  part  to  these  presents,  in 
duplicate,  hath  set  its  corporate  seal;  and  the  president  and  secretary, 
duly  authorized  by  resolutions  of  said  company,  hath,  for  and  in  behalf 
of  said  company,  subscribed  the  same. 

Union  and  Logansport  Railroad  Company, 
[seal]  By  J.  N.  CONVERSE,  President. 

GEO.  DELAND,  Secretary. 

Stamps  required  by  law  placed  on  bonds. 

Duly  acknowledged  before  L.  D.  Lambert,  notary  public,  Randolph 
county,  Indiana,  December  i,  1865. 

Recorded,  Grant  county,  Indiari%,  December  20,  1865,  Mortgage  Record 
“  E,”  page  177.  Also  recorded  in  Jay,  Miami,  Blackford,  Randolph  and 
Cass  counties,  Indiana. 

FORM  OF  BOND. 

No.  - . 

United  States  of  America. 

$1000.  The  Union  and  Logansport  Railroad  Company.  $1000. 

State  of  Indiana. 

First  Mortgage  Sinking  Fund  Bond. 

Know  all  men  by  these  presents,  That  the  Union  and  Logansport 
Railroad  Company  is  indebted  to  J.  Edgar  Thomson  or  bearer  in  the 
sum  of  one  thousand  dollars,  lawful  money  of  the  United  States,  which 
the  said  company  promises  to  pay  to  him  or  to  the  bearer  hereof,  on 
the  first  day  of  December,  in  the  year  one  thousand  nine  hundred  and 
five,  in  the  city  of  New  York,  with  interest  thereon  at  the  rate  of  seven 
per  centum  per  annum,  payable  semi-annually  in  the  city  of  New  York, 
on  the  first  days  of  April  and  October  of  each  year,  on  the  presentation 
and  surrender  of  the  coupons  hereto  annexed  as  they  severally  become 


454  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

due,  and  in  case  of  the  non-payment  of  any  half-yearly  instalment  of 
interest  which  shall  have  become  payable,  and  shall  have  been  demanded, 
if  such  default  shall  continue  for  six  months  after  the  maturity  of  the 
said  instalment,  the  principal  of  this  bond  shall  become  due,  in  the  man¬ 
ner  and  with  the  effect  specified  in  the  deed  of  trust  securing  such  pay¬ 
ment.  This  bond  is  one  of  an  issue  of  not  exceeding  $2,000,000,  and  has 
a  special  first  lien  on  all  of  the  railroad,  property,  equipments  and  fran¬ 
chises  of  the  said  company  as  mentioned  in  the  deed  of  trust  securing 
its  payment.  The  holder  hereof  will  also  be  entitled  to  the  benefit  and 
security  of  a  sinking  fund  of  ten  thousand  dollars,  provided  for  and  de¬ 
scribed  in  said  deed  of  trust,  to  be  set  apart  annually  for  investment  out 
of  the  earnings  of  said  company  for  the  redemption  of  the  two  million 
dollars  secured  by  said  deed  of  trust.  This  bond  shall  be  transferable 
by  delivery,  or  it  may  be  registered  as  to  its  ownership  on  a  registry 
to  be  kept  by  the  company,  and  being  so  registered  it  shall  then  be 
transferable  only  on  the  books  of  the  company  until  released  from  such 
registry  on  said  books  by  its  owner.  This  bond  shall  not  become  obli¬ 
gatory  until  it  shall  have  been  authenticated  by  a  certificate  annexed  to  it 
duly  signed  by  the  trustee. 

In  witness  whereof,  the  said  railroad  company  has  caused  its  corporate 
seal  to  be  hereunto  affixed,  and  the  same  to  be  attested  by  the  signatures 
of  its  president  and  secretary,  and  has  also  caused  the  coupons  hereto 
annexed  to  be  signed  by  its  secretary,  this  first  day  of  December,  in  the 
year  of  our  Lord  eighteen  hundred  and  sixty-five. 

- ,  Secretary.  - »  President. 

trustee’s  certificate. 

I  hereby  certify  that  this  bond  is  one  of  the  series  of  two  thousand 
bonds  described  in  and  secured  by  the  deed  of  trust  or  mortgage  above 
mentioned.  And  that  said  deed  of  trust  securing  the  same  has  been 
duly  executed  and  delivered  to  me.  ^ 

- ,  Trustee. 


MARION  AND  MISSISSINEWA  VALLEY  RAILROAD 

COMPANY  (First).1 

ARTICLES  OF  ASSOCIATION. 

Be  it  known  that  the  undersigned,  whose  respective  places  [of  abode] 
are  set  down  in  the  margin,  for  the  purpose  of  organizing  a  company  for 
the  construction,  owning  and  maintaining  of  a  contemplated  railroad  here¬ 
inafter  named,  in  pursuance  of  an  act  of  the  legislature  of  the  state  of 
Indiana,  entitled  “  An  act  to  provide  for  the  incorporation  of  railroad 
companies,”  approved  May  nth,  1852,  do  hereby,  each  for  himself,  sub¬ 
scribe  for  the  number  of  shares  in  the  capital  stock  of  said  contemplated 
railroad  set  opposite  our  respective  names,  such  subscription  payable  to 
said  company,  as  the  board  of  directors  of  said  company  when  elected,  or 


1  See  page  53. 


CORPORATE  HISTORY. 


455 


their  successors,  may  from  time  to  time  order  and  require,  and  do  hereby 
subscribe  and  agree  to  the  following  articles  of  association,  to  wit: 

Article  I.  The  name  and  style  of  the  corporation  shall  be  “  The 
Marion  and  Mississinewa  Valley  Railroad  Company.” 

Art.  2.  The  capital  stock  of  said  company  shall  be  eight  hundred 
thousand  dollars,  to  consist  of  thirty-two  thousand  shares,  of  twenty-five 
dollars  each. 

Art.  3.  The  eastern  terminus  of  said  road  shall  be  the  town  of  Union, 
on  the  state  line  dividing  the  states  of  Ohio  and  Indiana;  thence  run¬ 
ning  on  the  most  eligible  route  to  the  town  of  Marion,  Grant  county, 
Indiana,  via  of  or  to  Deerfield,  in  Randolph  county,  and  Hartford,  in 
Blackford  county. 

Art.  4.  The  length  of  said  road  is  stated,  as  near  as  may  be,  to  be 
fifty  miles,  and  running  through  Randolph,  Jay,  Blackford  and  Grant 
counties  in  the  state  of  Indiana. 

Art.  5.  The  number  of  directors  to  manage  the  affairs  of  said  com¬ 
pany  shall  be  thirteen,  and  we  hereby  declare  the  following  are  the 
names  of  the  directors  elected  by  us  from  our  own  number  to  constitute 
the  first  board  of  directors  of  said  company,  to  wit:  George  Webster, 
Edward  Edgar,  Henry  James,  Joseph  G.  Vanhorn,  Jno.  M.  Wallace, 
Samuel  Thompson,  Hiram  P.  Weeks,  Jno.  D.  Marshall,  James  Brown¬ 
lee,  Ephraim  Smith,  Fielding  S.  McKinney,  William  Lomax,  and  Joseph 
Lomax. 

In  witness  whereof,  we  have  hereunto  set  our  names  as  parties  to  the 
foregoing  articles  and  subscribed  to  the  capital  stock  as  aforesaid  this 
30th  day  of  December,  A.  D.  1852. 

Signed  by  sixty  subscribers. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana,  January  12,  1853. 

MORTGAGE. 

Marion  and  Mississinewa  Valley  Railroad  Company  to  Moses  G. 

Mitchell,  Trustee. 

Dated  October  1,  1853. 

Securing  $1,000,000  bonds  of  $1000  each,  dated  October  1,  1853,  payable 

October  1,  1863,  bearing  7  per  cent,  interest. 

• 

This  indenture,  made  this  first  day  of  October,  A.  D.  one  thousand 
eight  hundred  and  fifty-three,  between  the  Marion  and  Mississinewa 
Valley  Railroad  Company,  a  corporation  duly  organized  as  such  under 
the  laws  of  the  state  of  Indiana,  of  the  first  part,  and  Moses  G.  Mitchell, 
of  the  city  of  Piqua,  in  the  state  of  Ohio,  of  the  second  part: 

Whereas,  The  party  of  the  first  part,  pursuant  to  the  terms  of  the 
statute  authorizing  the  organization  of  railroad  companies  and  other 
statutes  affecting  such  companies,  are  engaged  in  constructing  a  rail¬ 
road  from  Union  City,  on  the  eastern  line  of  said  state  of  Indiana,  to 
the  town  of  Marion,  in  the  state  of  Indiana  aforesaid,  and  for  that  pur¬ 
pose  need  and  have  resolved  to  purchase  and  transport  iron  rails  therefor, 


456  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

and  also  to  raise  money  by  loan  for  such  purchase  and  transportation, 
and  for  the  construction  and  equipment  of  the  road,  to  an  amount  not 
exceeding  one  million  of  dollars;  and  in  order  to  secure  payment  there¬ 
for,  or  repayment  thereof,  to  execute,  within  the  present  year,  certain 
bonds,  not  exceeding  one  thousand  in  number,  dated  October  1st,  1853, 
for  the  sum  of  one  thousand  dollars  each,  to  persons  lending  such  money, 
or  furnishing  such  rails  and  equipments,  payable  on  the  first  day  of 
October,  in  the  year  one  thousand  eight  hundred  and  sixty-three,  and 
bearing  interest  at  the  rate  of  seven  per  centum  per  annum,  payable  semi¬ 
annually,  on  the  first  day  of  April  next,  and  of  each  October  and  April 
thereafter  the  date  thereafter,  until  the  principal  shall  be  paid,  to  be  on 
an  equality  so  far  as  regards  security  for  the  repayment  thereof  by  these 
presents,  notwithstanding  the  same  may  be  issued  at  different  times, 
each  of  said  bonds  being  authenticated  by  a  certificate  signed  by  the 
said  party  of  the  second  part,  and  a  portion  thereof  containing  a  clause 
permitting  the  holders  to  exchange  the  same  at  par  for  shares  of  stock 
in  said  railroad  company  at  par. 

Now,  therefore,  this  indenture  witnesseth,  That  the  parties  of  the  first 
part,  in  order  to  secure  the  payment  of  said  bonds  and  interest,  and  in 
consideration  of  the  sum  of  one  dollar  to  them  at  the  sealing  and  de¬ 
livery  thereof  in  hand,  paid  by  the  said  party  of  the  second  part,  the 
receipt  whereof  is  hereby  acknowledged,  have  granted,  bargained,  sold, 
transferred  and  conveyed,  and  by  these  presents  do  grant,  bargain,  sell 
transfer  and  convey  to  the  said  party  of  the  second  part  and  his  suc¬ 
cessors,  in  the  trust  hereby  created  and  assigned,  all  the  following  present 
and  in  the  future  to  be  acquired  property  of  the  said  parties  of  the  first 
part,  that  is  to  say,  their  road,  made  or  to  be  made,  including  the 
right  of  way  and  land  occupied  thereby,  together  with  the  superstructure 
and  tracks  thereon,  and  all  rails  and  other  materials  used  therein  or 
procured  therefor,  inclusive  of  iron  rails  purchased,  or  to  be  purchased, 
or  paid  for,  with  the  above  described  bonds,  or  the  money  obtained 
therefor,  bridges,  viaducts,  culverts,  fences,  depot  grounds  and  buildings 
thereon,  engines,  tenders,  cars,  tools,  machinery,  materials,  contracts,  and 
all  other  real  and  personal  property,  right  thereto  or  interest  therein; 
together  with  all  the  tools,  rents  or  income  to  be  had  or  levied  there¬ 
from,  and  all  franchises,  rights  and  privileges  of  the  said  parties  of  the 
first  part,  of,  in,  to  or  concerning  the  same,  including  the  following 
described  real  estate,  in  the  county  of  Grant  and  state  of  Indiana,  to  wit: 

The  undivided  one-half  of  lot  number  two,  in  block  number  two,  in 
Oppy’s  addition  to  the  town  of  Marion.  The  undivided  one-half  of  lot 
number  four,  in  block  number  one,  in  Oppy’s  addition  to  the  town  of 
Marion.  Part  of  lot  number  six,  in  block  number  eleven,  in  the  original 
plat  of  the  town  of  Marion.  Lot  number  one,  in  block  number  thirty- 
two,  in  the  original  plat  of  the  town  of  Marion.  Lot  number  five,  in 
block  number  ten,  in  the  original  plat  of  the  town  of  Marion.  Lot 
number  two,  in  block  number  three,  in  Willent’s  addition  to  the  town 
of  Marion.  Lot  number  four,  in  block  number  twenty-three,  in  the 
original  plat  of  the  town  of  Marion.  Lot  number  two,  in  block  number 
one,  in  Oppy’s  addition  to  the  town  of  Marion.  Part  of  the  west  half 


CORPORATE  HISTORY. 


457 


of  the  southeast  quarter  of  section  six,  township  number  twenty-four, 
north  of  range  number  eight  east  eleven  (n)  acres.  Part  of  the  west 
half  of  the  southeast  quarter  of  section  number  six,  in  township  number 
twenty-four,  north  of  range  number  eight  east  sixty  one-hundredths 
(0.60)  acres.  The  south  end  of  the  east  half  of  the  southeast  quarter  of 
section  ten,  in  township  number  twenty-four,  north  of  range  number  eight 
east  fifteen  (15)  acres  off  of  the  southwest  corner  of  the  west  half  of  the 
northwest  quarter  of  section  number  fourteen  in  township  number 
twenty-four  north  of  range  number  eight  east  thirteen  (13)  acres.  Part  of 
the  southwest  quarter  of  section  number  seven,  in  township  number 
twenty-four,  north  of  range  number  nine  east,  eighty  (80)  acres.  The 
northwest  quarter  of  the  southwest  quarter  of  section  number  fourteen, 
in  township  twenty-four,  north  of  range  number  nine  east,  forty  (40)  acres. 
The  southeast  quarter  of  section  fourteen,  in  township  number  twenty- 
four,  north  range  number  nine  east,  one  hundred  and  sixty  (160)  acres. 
The  southwest  quarter  of  section  number  sixteen,  in  township  number 
twenty-four,  north  of  range  number  nine  east  forty  (40)  acres.  The  west 
part  of  the  north  half  of  the  northeast  quarter  of  section  number  five,  in 
township  number  twenty-three,  north  of  range  number  nine  east,  twenty 
(20)  acres.  Four-fifths  of  the  west  half  of  the  southwest  quarter  of  sec¬ 
tion  thirty-five,  in  township  twenty-four,  north  of  range  nine  east,  and 
four-fifths  of  the  north  half  of  the  northwest  quarter  of  section  number 
two,  in  township  number  twenty-three,  north  of  range  number  nine  east, 
and  four-fifths  of  the  northeast  quarter  of  section  number  three,  in  town¬ 
ship  number  twenty-three,  north  of  range  number  nine  east,  two  hun¬ 
dred  (200)  acres.  The  west  half  of  the  southwest  quarter  of  section 
number  thirteen,  in  township  number  twenty-three  north  of  range  num¬ 
ber  nine  east,  eighty  (80)  acres.  The  northwest  quarter  of  section  num¬ 
ber  six,  in  township  number  twenty-three,  north  of  range  number  nine 
east,  one  hundred  and  six  and  seventy-five  one-hundredths  (106.75)  acres. 
The  north  part  of  the  east  half  of  the  northeast  quarter  of  section  number 
twenty-seven,  in  township  number  twenty-four,  north  of  range  number 
nine  east,  twenty-seven  and  fifty  one-hundredths  (27.50)  acres.  The  east 
half  of  the  northeast  quarter  of  section  number  twenty-three,  in  town¬ 
ship  number  twenty-four,  north  of  range  number  nine  east,  eighty  (80) 
acres.  The  east  half  of  the  northwest  quarter  of  section  number  twenty- 
two,  in  township  number  twenty-four,  north  of  range  number  nine  east, 
eighty  (80)  acres.  The  north  half  of  the  south  of  section  number  twenty- 
seven,  in  township  number  twenty-*four,  north  of  range  number  seven 
east,  seventy-two  and  twenty-four  one-hundredths  (72.24)  acres.  The 
east  side  of  the  northwest  quarter  of  section  number  thirty,  in  township 
number  twenty-five,  north  of  range  number  seven  east,  eighty  (80)  acres. 
The  southeast  quarter  of  the  northwest  quarter  of  section  number  eleven, 
in  township  number  twenty-four,  north  of  range  number  seven  east, 
forty  (40)  acres.  The  northeast  corner  of  section  number  three,  in  town¬ 
ship  number  twenty-four,  north  of  range  number  six  east,  eight  (8)  acres. 
The  southwest  quarter  of  the  northwest  quarter  of  section  twenty-five, 
and  the  southwest  quarter  of  the  southeast  quarter  of  section  thirty-three, 
in  township  number  twenty-four,  north  of  range  number  six  east,  eighty 


45§  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


(80)  acres.  The  south  part  of  the  west  half  of  the  northeast  quarter  of 
section  number  two,  in  township  number  twenty-four,  north  of  range 
number  six  east,  twenty-five  (25)  acres.  The  east  part  of  the  north  half 
of  the  northeast  quarter  of  section  number  six,  in  township  number 
twenty-four,  north  of  range  number  seven  east,  twenty  (20)  acres.  The 
east  half  of  the  south  half  of  the  northwest  quarter  of  section  number 
six,  in  township  number  twenty-four,  north  of  range  number  seven  east, 
forty  (40)  acres.  The  west  part  of  the  north  half  of  the  northwest  quarter 
of  section  number  six,  in  township  number  twenty-four,  north  of  range 
number  seven  east,  fifty-four  and  twenty-four  one-hundredths  (54-24) 
acres.  Part  of  the  northeast  quarter,  eleven  (11)  acres,  in  section  num¬ 
ber  twenty-five,  and  the  east  half  of  the  northwest  quarter  of  section 
number  twenty-five,  in  township  number  twenty-four,  north  of  range 
number  seven  east,  ninety-one  and  eighty-two  one-hundredths  (91.82) 
acres.  The  undivided  half  of  the  west  half  of  the  northwest  fractional 
quarter  of  section  number  fourteen,  excepting  thirteen  and  three-quarters 
acres  off  of  the  south  end  in  township  number  twenty-four,  north  of 
range  number  seven  east,  forty  (40)  acres.  The  southwest  quarter  of 
the  northwest  quarter  of  section  number  thirty-five,  in  township  number, 
four,  north  of  range  number  nine  east,  forty  (40)  acres.  The  southeast 
quarter  of  the  southeast  quarter  of  section  number  thirteen,  in  township 
number  twenty-four,  north  of  range  number  nine  east,  forty  (40)  acres. 
The  west  half  of  the  northwest  quarter  of  section  number  thirty-six,  in 
township  number  twenty-four  north,  and  the  east  half  of  the  northeast 
quarter  (excepting  half  of  an  acre)  of  section  thirty-five,  and  the  south¬ 
west  quarter  of  the  northeast  quarter  of  section  number  thirty-five,  in 
township  number  twenty-four,  north  of  range  number  nine  east,  one 
hundred  and  ninety-nine  and  fifty  one-hundredths  (i99-5o)  acres.  The 
south  half  of  the  southwest  quarter  of  section  number  thirty-four,  in 
township  number  twenty-four,  north  of  range  number  nine  east,  eighty 

(80)  acres.  In  the  southwest  corner  of  the  north  half  of  the  southwest 

quarter  of  section  number  thirty-six,  in  township  number  twenty-four 
north  of  range  number  nine  east,  six  (6)  acres.  The  north  part  of  the 
west  half  of  the  northwest  quarter  of  section  number  twenty-five,  in 

township  number  twenty-four,  north  of  range  number  six  east,  ten  (10) 

acres.  The  northeast  quarter  of  the  southwest  quarter  of  section  num¬ 
ber  thirty-five,  in  township  number  twenty-five,  north  of  range  number 
six  east,  forty  (40)  acres.  The  southeast  quarter  of  the  northwest  quarter 
of  section  number  thirty-one,  in  township  number  twenty-five,  north  of 
range  number  seven  east,  forty  (40)  acres.  The  southeast  quarter  of 
section  number  nineteen,  and  the  north  side  of  the  northeast  quarter  of 
section  number  thirty,  in  township  number  twenty-four,  north  of  range 
number  nine  east,  two  hundred  and  sixty  (260)  acres.  The  west  half  of 
the  southeast  quarter  of  section  number  thirty-six,  in  township  number 
twenty-five,  north  of  range  number  seven  east,  eighty  (80)  acres.  The 
north  half  of  the  northwest  quarter  of  section  number  four,  in  township 
number  twenty-five,  north  of  range  number  nine  east,  seventy-one  and 
twelve  one-hundredths  (71.12)  acres.  Part  of  the  northeast  quarter  of 
section  number  five,  in  township  number  twenty-five,  north  of  range 


CORPORATE  HISTORY. 


459 


number  eight  east,  one  hundred  and  twenty-six  and  thirty-five  one-hun¬ 
dredths  (126.35)  acres.  The  west  half  of  the  northwest  quarter  of  section 
number  thirty-four,  in  township  number  twenty-five,  north  of  range 
number  seven  east,  eighty  (80)  acres.  The  east  half  of  the  southwest 
•quarter  of  section  number  thirty-six,  in  township  number  twenty-five, 
north  of  range  number  seven  east,  eighty  (80)  acres.  The  south  part  of 
the  south  half  of  the  northeast  quarter  of  section  number  thirty-five,  in 
township  number  twenty-five,  north  of  range  number  six  east,  twenty 
{20)  acres.  The  northwest  quarter  of  the  southeast  quarter  of  section 
number  thirty-six,  in  township  number  twenty-five,  north  of  range  num¬ 
ber  six  east,  forty  (40)  acres.  The  southwest  quarter  of  the  southwest 
quarter  of  section  number  four,  in  township  number  twenty-three,  north 
of  range  number  six  east,  forty  (40)  acres.  The  northeast  quarter  of 
the  southeast  quarter  of  section  number  thirty-one,  in  township  number 
twenty-five,  north  of  range  number  nine  east,  forty  (40)  acres,  and  the 
northwest  quarter  of  the  northeast  quarter  of  section  number  thirty-two, 
in  township  number  twenty-five,  north  of  range  number  nine  east,  forty 
(40)  acres.  Total  amount  of  acres  in  grant,  two  thousand  eight  hundred 
and  thirty-eight  and  twelve  one-hundredths  (2838.12). 

Also  the  following  lands  in  the  county  of  Blackford  and  state  of  Indiana 
aforesaid:  The  west  half  of  the  northwest  quarter  of  section  eleven,  in 
township  number  twenty-three,  north  of  range  number  eleven  east, 
eighty  (80)  acres.  The  northwest  quarter  of  the  southwest  quarter  of 
section  number  thirty-four,  in  township  number  twenty-three,  north  of 
range  number  ten  east,  forty  (40)  acres.  The  east  half  of  the  northeast 
quarter  of  section  number  twenty-three,  in  township  number  twenty-three, 
north  of  range  number  ten  east,  eighty  (80)  acres.  The  east  half  of  the 
southwest  quarter  of  section  number  seven,  in  township  number  twenty- 
three,  north  of  range  number  eleven  east,  seventy-three  and  fifty  one- 
hundredths  (73.50)  acres.  The  east  half  of  the  southwest  quarter  of  sec¬ 
tion  number  twenty-three,  in  township  number  twenty-four,  north  of 
range  number  ten  east,  eighty  (80)  acres.  The  northwest  quarter  of  the 
northeast  quarter  of  section  number  twenty-nine,  in  township  number 
twenty-four,  north  of  range  number  ten  east,  forty  (40)  acres.  The 
southeast  corner  of  the  southwest  quarter  of  section  number  thirty-two, 
in  township  number  twenty-three,  north  of  range  number  ten  east,  eighty 
(80)  acres.  The  southeast  corner  of  the  north  half  of  the  northwest 
quarter  of  section  number  five,  in  township  number  twenty-two,  north 
of  range  number  ten  east,  forty  (40)  acres.  The  southwest  quarter  of 
the  northwest  quarter,  and  the  east  half  of  the  northwest  quarter,  and 
the  northeast  of  the  southwest  quarter  of  section  number  fourteen,  in 
township  number  twenty-three,  north  of  range  number  ten  east,  one 
hundred  and  fifty-five  (155)  acres.  Part  of  the  northeast  quarter  of  sec¬ 
tion  number  fifteen,  in  township  number  twenty-three,  north  of  range 
number  ten  east,  ninety-two  (92)  acres.  The  southwest  quarter  of  the 
southeast  quarter  of  section  number  four,  in  township  number  twenty- 
three,  north  of  range  number  ten  east,  forty  (40)  acres.  The  east  half 
of  the  northwest  quarter  of  section  number  eleven,  in  township  number 
twenty-three,  north  of  range  ten  east,  eighty  (80)  acres.  The  southeast 


460  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

quarter  of  the  southeast  quarter  of  section  number  one,  in  township 
number  twenty-one,  north  of  range  number  eleven  east,  forty  (40)  acres. 
The  northwest  quarter  of  the  southwest  quarter  of  section  number  thirty- 
five,  in  township  number  twenty-three,  north  of  range  number  eleven 
east,  forty  (40)  acres.  The  west  half  of  the  northeast  quarter  of  section 
number  twenty-seven,  in  township  number  twenty-four,  north  of  range 
number  ten  east,  eighty  (80)  acres.  The  southeast  quarter  of  section 
number  eighteen,  in  township  number  twenty-three,  north  of  range  num¬ 
ber  eleven  east,  one  hundred  and  sixty  (160)  acres.  Lots  one,  two,  three, 
four,  five  and  six  in  block  seven,  and  outlots  four,  five,  six,  seven  and 
eight  in  the  town  of  Hartford,  and  in  the  northwest  quarter  of  the  north¬ 
west  quarter  of  section  fourteen,  in  township  number  twenty-three,  north 
of  range  number  ten  east,  twelve  and  sixty-five  one-hundredths  (12.65) 
acres.  The  east  half  of  the  southeast  quarter  of  section  number  nineteen, 
in  township  number  twenty-four,  north  of  range  number  ten  east,  eighty 
(80)  acres.  The  northwest  fraction  of  and  the  north  fraction  of  the  north¬ 
east  quarter  of  section  number  five,  in  township  number  twenty-two,  north 
of  range  number  twelve  east,  one  hundred  and  five  and  thirty-nine  one- 
hundredths  (105.39)  acres.  The  east  half  of  the  northeast  quarter  of 
twenty,  in  township  number  twenty-three,  north  of  range  number  ten 
east,  eighty  (80)  acres.  The  northwest  quarter  of  the  northwest  quarter 
of  (and  lot  number  one  in  Hartford)  in  section  number  fourteen,  in 
township  number  twenty-three,  north  of  range  number  ten  east,  one  and 
eighty-eight  one-hundredths  (1.88)  acres.  Northeast  quarter  of  the  north¬ 
west  quarter  of,  and  the  northwest  quarter  of  the  northeast  quarter  of 
section  number  thirty-four,  and  the  southeast  quarter  of  the  northwest 
quarter  of  section  number  thirty-four,  in  township  number  twenty-three, 
north  of  range  number  eleven  east,  one  hundred  and  twenty  (120)  acres. 
Lots  number  eleven  and  thirteen  in  the  town  of  Hartford.  Lot  number 
three,  in  block  nineteen,  in  the  town  of  Hartford.  Lot  number  nine  in 
Dildine’s  addition  to  the  town  of  Hartford,  and  lot  number  two,  in 
block  number  twenty-three,  in  said  town.  Total  in  Blackford  county, 
one  thousand  six  hundred  and  forty-five  one-hundredths  (1600.45)  acres. 

Also  the  following  lands  in  the  county  of  Jay  and  state  of  Indiana 
aforesaid:  The  southwest  quarter  of  the  southeast  quarter  of  section 
number  five,  in  township  number  twenty-two,  north  of  range  number 
twelve  east,  thirty-nine  (39)  acres.  The  southwest  quarter  of  the  south¬ 
west  quarter  of  section  number  nine,  in  township  number  twenty-two, 
north  of  range  number  twelve  east,  forty  (40)  acres.  The  southwest 
quarter  of  the  northeast  quarter  of  section  number  fourteen,  in  township 
number  twenty-two,  north  of  range  number  twelve  east,  forty  (40)  acres. 
The  south  half  of  the  northeast  quarter  of  section  number  sixteen,  in 
township  number  twenty-two,  north  of  range  number  twelve,  east,  eighty 
(80)  acres.  The  northwest  quarter  of  the  southwest  quarter  of  section 
number  nine,  and  the  southeast  quarter  of  the  southeast  quarter  of  sec¬ 
tion  number  eight,  in  township  number  twenty-two,  north  of  range 
number  twelve  east,  eighty  (80)  acres.  The  southeast  quarter  of  section 
number  nine,  in  township  number  twenty-two,  north  of  range  number 
twelve  east,  one  hundred  and  sixty  (160)  acres.  The  east  half  of  the 


CORPORATE  HISTORY. 


461 


northeast  quarter  of  section  nine,  in  township  number  twenty-two,  north 
of  range  number  twelve  east,  eighty  (80)  acres.  The  west  half  of  the 
southeast  quarter  of  section  number  eleven,  in  township  number  twenty- 
two,  north  of  range  number  twelve  east,  eighty  (80)  acres.  The  south 
half  of  the  northeast  quarter  of  section  number  thirty-three,  in  township 
number  twenty-two,  north  of  range  number  thirteen  east,  eighty  (80) 
acres.  The  west  half  of  the  southwest  quarter  of  section  number  thirty- 
four  and  the  south  half  of  the  northwest  quarter  of  section  number 
thirty-four,  in  township  number  twenty-two,  north  of  range  number 
thirteen  east,  one  hundred  and  sixty  (160)  acres.  The  southwest  quar¬ 
ter  of  the  northwest  quarter  of  section  number  twenty,  in  township  num¬ 
ber  twenty-two,  north  of  range  number  thirteen  east,  forty  (40)  acres. 
The  southwest  quarter  of  the  northeast  quarter  of  section  number  seven, 
in  township  number  twenty-four,  north  of  range  number  fourteen  east, 
forty  (40)  acres.  Total  in  Jay  county,  nine  hundred  and  nineteen  (919) 
acres. 

Also  the  following  land  in  the  county  of  Randolph  and  state  of  Indiana 
aforesaid:  The  east  half  of  the  northeast  quarter  of  section  number  twenty- 
five,  in  township  twenty-one,  north  of  range  thirteen  east,  eighty  (80) 
acres.  The  north  part  of  section  number  three,  in  township  number 
twenty-one,  north  of  range  number  thirteen  east,  three  hundred  and  thir¬ 
teen  (313)  acres.  The  northeast  quarter  of  the  southeast  quarter  of  sec¬ 
tion  number  three,  in  township  number  twenty-one,  north  of  range 
number  thirteen  east,  forty  (40)  acres.  The  north  part  of  the  west  half 
of  the  southeast  quarter  of  section  number  three,  in  township  number 
twenty-one,  north  of  range  number  thirteen  east,  thirty  (30)  acres.  The 
north  part  of  the  east  half  of  the  southwest  quarter  of  section  number 
three,  in  township  number  twenty-one,  north  of  range  number  thirteen 
east,  thirty  (30)  acres.  The  south  half  of  the  northwest  quarter,  and  the 
north  half  of  the  southwest  quarter  of  section  number  two,  in  township 
number  twenty-one,  north  of  range  number  thirteen  east,  one  hundred 
and  sixty  (160)  acres.  The  northeast  quarter  of  the  southeast  quarter  of 
section  number  twenty-one,  in  township  number  twenty-one,  north  of 
range  number  fourteen  east,  forty  (40)  acres.  Part  of  the  northeast 
quarter  of  section  number  twenty-five,  in  township  number  eighteen, 
north  of  range  number  one  west,  forty-five  (45)  acres.  Lot  number  two 
hundred  and  forty-seven  in  the  original  plat  of  Union  City.  The  west 
half  of  in  lot  number  two,  in  block  number  eight,  in  Lank’s  addition  to  the 
town  of  Deerfield.  Lot  number  four,  in  block  number  five,  in  Lank’s 
addition  to  the  town  of  Deerfield.  Lot  number  three,  in  block  number 
six,  in  the  town  of  Deerfield.  Total  amount  in  Randolph  county,  seven 
hundred  and  thirty-eight  (738)  acres. 

But  nothing  herein  contained  shall  be  construed  to  prevent  the  parties 
of  the  first  part  from  selling,  hypothecating,  or  otherwise  disposing  of 
any  city,  county,  township  or  other  bonds,  stocks,  or  other  securities 
received  in  payment  of  stock  or  otherwise,  or  if  any  lands  or  other  prop¬ 
erty  of  the  company,  not  necessary  to  be  retained  for  their  roadway, 
depot  grounds,  stations,  nor  required  for  the  construction  or  convenient 
use  of  their  road,  nor  from  collecting  moneys  due  the  company  for  stock 


462  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

subscription  or  otherwise,  provided  they  shall  diligently  proceed  to 
collect  and  faithfully  apply  all  such  means  to  the  construction  and  equip¬ 
ment  of  their  said  road;  and  provided  also,  that  no  default  shall  be  made 
in  the  payment  of  the  interest  or  principal  of  any  of  the  above  described 
bonds. 

To  have  and  to  hold  the  said  premises,  and  every  part  thereof,  with  the 
appurtenances,  unto  the  said  party  of  the  second  part,  his  successors  in  said 
trust  and  assigns,  upon  the  following  trusts,  that  is  to  say,  in  case  the  said 
parties  of  the  first  part  shall  fail  to  pay  the  principal,  or  any  part  thereof, 
or  any  of  the  interest  on  any  of  said  bonds,  at  any  time  when  the  same  may 
become  due  and  payable  according  to  the  tenor  thereof  when  demanded, 
then,  after  sixty  days  from  such  default,  upon  request  of  the  holders  of 
such  bond,  the  said  party  of  the  second  part,  his  successors  in  said  trust  or 
assigns  may  enter  into  and  take  possession  of  all  or  any  part  of  said 
premises;  and  as  the  attorney  in  fact,  or  as  the  agent  of  the  said  parties  of 
the  first  part,  by  himself  or  agents,  or  substitutes,  duly  constituted,  have 
use  and  employ  the  same,  making  from  time  to  time  all  needful  repairs, 
alterations  and  additions  thereto,  and  after  deducting  the  expenses  of 
such  use,  repairs,  alterations  and  additions,  apply  the  proceeds  thereof 
to  the  payment  of  the  principal  and  interest  of  all  the  said  bonds  remain¬ 
ing  unpaid,  or  the  said  party  of  the  second  part,  his  successors  in  the 
trust  and  assigns,  at  his  or  their  discretion  may,  or  on  the  written  re¬ 
quest  of  the  holders  of  at  least  one-half  of  the  bonds  then  unpaid  and 
unconverted  into  stock,  shall  cause  the  said  premises,  or  so  much  thereof 
as  shall  be  necessary  to  pay  and  discharge  the  principal  and  interest  of 
all  such  of  said  bonds  as  may  then  be  unpaid  and  unconverted  as  afore¬ 
said  to  be  sold  at  public  auction  in  the  town  of  Marion,  in  the  state  of 
Indiana,  or  in  the  city  of  New  York,  giving  at  least  forty  days’  notice 
of  the  time,  place  and  terms  of  such  sale,  and  of  the  specific  property  to 
be  sold  by  publishing  the  same  in  two  newspapers  of  good  circulation 
in  the  city  of  New  York  and  in  the  state  of  Indiana,  and  wherever  else 
required  by  the  law,  and  execute  to  the  purchaser  or  purchasers  thereof 
a  good  and  sufficient  deed  of  conveyance  in  fee  simple  for  the  same, 
which  shall  be  a  bar  against  the  parties  of  the  first  part,  their  successors 
and  assigns,  and  all  persons  claiming  under  them  of  all  right  or  claim 
in  or  to  said  premises,  or  any  part  thereof;  and  said  trustee  shall,  after 
deducting  the  proceeds  of  said  sale  the  costs  and  expenses  thereof  and 
of  managing  such  property,  apply  so  much  of  the  proceeds  as  may  be 
necessary  to  the  payment  of  said  principal  and  interest  due  or  unpaid 
on  said  bonds,  and  shall  restore  the  residue  thereof  to  the  parties  of  the 
first  part,  it  being  hereby  expressly  understood  that  in  no  case  shall  any 
claim  or  advantage  be  taken  of  any  valuation,  appraisement  or  extension 
laws,  by  the  said  parties  of  the  first  part,  or  any  injunction  or  stay  of  pro¬ 
ceedings  or  any  process  be  applied  for  or  obtained  by  them  to  prevent 
entry  or  sale  as  aforesaid;  and  the  said  parties  of  the  first  part  hereby 
covenant,  for  the  consideration  aforesaid,  to  execute  and  deliver  any 
further  reasonable  and  necessary  conveyance  of  the  premises,  or  any 
part  thereof,  to  the  said  party  of  the  second  part,  his  successors  in  the 
said  trust  and  assigns,  for  more  fully  carrying  into  effect  the  objects 


CORPORATE  HISTORY. 


463 


hereof,  particularly  for  the  conveyance  of  any  property  subsequently  to 
the  date  hereof  acquired  by  the  said  parties  of  the  first  part  and  com¬ 
prehended  in  the  description  contained  in  the  premises;  and  the  said 
parties  of  the  first  part  hereby  further  covenant  as  aforesaid,  that  the 
money  borrowed  for  the  purposes  aforesaid,  upon  the  security  of  the 
said  bonds,  shall  be  faithfully  applied  to  the  construction  of  said  railroad, 
the  purchase  and  transportation  of  iron  and  equipments  for  the  said 
road,  and  the  expenses  attending  such  loan  and  purchase,  and  that  said 
iron  when  so  purchased  shall  be  transported  and  used  with  due  diligence 
in  the  construction  and  finishing  of  said  railroad;  and  it  is  hereby 
mutually  agreed,  and  these  presents  are  upon  this  express  condition,  that 
on  payment  of  the  principal  and  interest  of  said  bonds,  or  the  conversion 
thereof  into  stock,  in  manner  aforesaid,  the  estate  hereby  granted  to 
said  party  of  the  second  part  shall  be  void,  and  the  right  to  the  premises 
hereby  conveyed  shall  revert  to  and  revest  in  the  said  parties  of  the  first 
part  without  any  acknowledgment  of  satisfaction,  reconveyance,  re-entry 
or  other  act.  And  it  is  also  further  mutually  agreed,  that  the  said  party 
of  the  second  part,  his  successors  in  said  trust  and  assigns,  shall  only 
be  accountable  for  reasonable  diligence  in  the  management  thereof,  and 
shall  not  be  responsible  for  the  acts  of  any  agent  employed  by  him  or 
them  where  such  agent  is  selected  with  reasonable  discretion;  and  that 
said  party  of  the  second  part,  his  successors  in  said  trust  or  assigns 
shall  be  entitled  to  receive  proper  compensation  for  every  labor  or  service 
performed  by  him  in  the  discharge  of  his  trust  in  case  he  shall  be  com¬ 
pelled  to  take  possession  of  said  premises,  or  any  part  thereof,  or  manage 
the  same.  And  it  is  further  mutually  agreed,  that  in  case  of  the  death, 
mental  incapacity  or  resignation  of  the  said  party  of  the  second  part,  all 
his  estate,  right,  interest,  power  and  control  in  the  premises  shall  be 
divested,  cease  and  determined,  and  the  same  shall  from  thenceforth,  for 
the  purpose  aforesaid,  be  vested  in  and  all  and  singular  the  trusts  and 
duties  hereinbefore  enumerated  shall  devolve  upon  John  P.  Reznor,  of 
the  city  of  New  York,  without  any  other  or  further  assurance  or  con¬ 
veyance  of  or  for  the  same;  and  in  case  of  the  death  or  mental  incapacity 
or  resignation  of  the  said  John  P.  Reznor  after  the  trust  hereby  created 
shall  have  devolved  upon  him,  the  said  parties  of  the  first  part  shall,  or 
in  their  default  to  take  proceedings  therefor  for  thirty  days,  the  holders 
of  a  majority  of  said  bonds  may  apply  to  any  Circuit  Court  in  the  state 
of  Indiana,  sitting  in  any  county  in  said  state,  to  appoint  a  new  trustee, 
being  resident  of  the  city  of  New  York,  to  supply  his  place,  and  there¬ 
upon  such  new  trustee  shall  become,  for  the  purposes  aforesaid,  with  all 
rights  and  interest  hereby  conveyed  or  vested  in  said  party  of  the  second 
part  without  any  further  assurance  or  conveyance  for  the  same;  but  if 
the  same  shall  be  necessary,  both  or  either  of  the  parties  hereto  shall 
execute  any  necessary  releases  or  conveyances  for  that  purpose. 

In  witness  whereof,  the  parties  of  the  first  part  have  caused  their  cor¬ 
porate  seal  to  be  hereto  affixed,  and  the  same  subscribed  by  their  president, 


464  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

and  the  said  party  of  the  second  part  has  set  his  hand  and  seal  the  day 
and  year  first  above  written. 

Marion  and  Mississinewa  Valley  Railroad  Company, 

By  JOSEPH  LOMAX,  President. 

AMBROSE  W.  HENLEY,  Secretary. 
MOSES  G.  MITCHELL. 

Attest  by  A.  W.  HENLEY,  Secretary. 

Signed,  sealed  and  delivered  in  presence  of  us: 

DAVID  SLUMK, 

as  to  the  said  Jos.  Lomax  and  A.  W.  Henley. 

FRANCIS  P.  GRIFFITH, 
as  to  Jos.  Lomax  and  A.  W.  Henley’s  signatures. 

J.  M.  EWING, 

MOSES  G.  MITCHELL, 
as  to  Wm.  B.  Mitchell. 

Acknowledged  before  James  F.  McDowell,  notary  public,  Grant  county, 
Indiana,  January  5,  1854,  by  Joseph  Lomax  and  Ambrose  W.  Henley, 
and  before  Joseph  M.  Ewing,  notary  public,  Miami  county,  Ohio,  by 

Moses  G.  Mitchell,  January  10,  1854. 

Recorded,  Grant  county,  Indiana,  January  14,  1854*  Mortgage  Record 

B,  page  296. 

SATISFACTION  OF  MORTGAGE. 

I,  Moses  G.  Mitchell,  as  trustee,  contemplated  in  the  within  mortgage 
or  deed  of  trust,  do  hereby  cancel  said  instrument,  the  same  having  been 
superseded  by  subsequent  act  of  the  board  of  directors  of  the  M.  &  M. 
V.  R.  R.  Company. 

M.  G.  MITCHELL,  Trustee  M.  &  M.  V.  R.  R.  Co. 

Acknowledged  before  Joseph  M.  Ewing,  notary  public,  Miami  county, 
Ohio,  October  n,  1854. 

Cancellation  recorded,  Grant  county,  Indiana,  October  17,  1854. 


MARION  AND  LOGANSPORT  RAILROAD  COMPANY.1 

ARTICLES  OF  ASSOCIATION. 

State  of  Indiana,  to  wit: 

Be  it  known  that  the  undersigned,  whose  respective  places  of  abode 
are  set  down  in  the  margin,  for  the  purpose  of  organizing  a  company 
for  the  construction,  owning  and  maintaining  a  contemplated  railroad 
hereinafter  mentioned,  in  pursuance  of  an  act  of  the  legislature  of  the 
state  of  Indiana,  entitled  “  An  act  to  provide  for  the  incorporation  of 
railroad  companies,”  approved  May  nth,  1852,  do  hereby,  each  for  him¬ 
self,  subscribe  for  the  number  of  shares  in  the  capital  stock  of  said  con¬ 
templated  railroad  set  opposite  our  respective  names.  Such  subscription 
payable  to  said  company,  as  the  board  of  directors,  when  elected,  or  their 


1  See  page  55. 


CORPORATE  HISTORY.  465 

successors,  may  from  time  to  time  order  and  require,  and  do  hereby 
subscribe  and  agree  to  the  following  articles  of  association,  to  wit: 

Article  1st.  The  name  and  style  of  the  corporation  shall  be  “  The 
Marion  and  Logansport  Railroad  Company.” 

Art.  2nd.  The  capital  stock  of  said  company  shall  be  five  hundred 
thousand  dollars,  to  consist  of  twenty  thousand  shares  of  twenty-five 
•dollars  each. 

Art.  3rd.  The  eastern  terminus  of  said  railroad  shall  be  the  town  of 
Marion,  in  Grant  county  and  state  of  Indiana,  from  thence  running  on 
the  most  eligible  route  to  the  town  of  Logansport,  in  the  county  of  Cass 
and  state  of  Indiana. 

Art.  4th.  The  length  of  said  railroad  is  stated,  as  near  as  may  be,  to 
be  forty-one  miles,  and  running  through  the  counties  of  Grant,  Miami 
and  Cass,  in  the  state  of  Indiana. 

Art.  5th.  The  number  of  directors  to  manage  the  affairs  of  said  com¬ 
pany  shall  be  thirteen,  and  we  hereby  declare  the  following  are  the 
names  of  the  directors  elected  by  us  from  our  own  number  to  constitute 
the  first  board  of  directors  of  said  company,  to  wit:  Thomas  M.  Davis, 
Wm.  L.  Brown,  Wm.  P.  Koutz,  James  Brownlee,  Elijah  Hockett,  John 
Baldwin,  Isaac  Vandevanter,  John  W.  Wallace,  John  D.  Marshall,  Ed¬ 
ward  Baldwin,  John  W.  Wright,  Oliver  H.  P.  Macy,  Fielding  S.  Mc¬ 
Kinney. 

Art.  6th.  That  the  board  of  directors,  or  a  majority  of  them,  shall  have 
full  power  and  authority  at  any  time  to  elect  any  and  all  officers  that 
they  may  deem  proper  and  necessary  for  the  management  of  the  affairs 
of  said  company,  not  inconsistent  with  the  laws  of  the  state  of  Indiana. 

In  witness  whereof,  we  have  hereunto  set  our  names,  as  parties  to  the 
foregoing  articles  and  subscribed  to  the  capital  stock  as  aforesaid,  this 
25th  day  of  April,  1853. 

Signed  by  sixty  persons,  subscribing  an  aggregate  of  $46,825  capital 
stock. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana,  July  28,  1853. 


MORTGAGE. 

Marion  and  Logansport  Railroad  Company  to  Moses  G.  Mitchell, 

Trustee. 

Dated  October  1,  1853. 

Securing  $707,000  bonds  of  $1000  each,  payable  October  1,  1873,  bearing 

7  per  cent,  interest. 

This  indenture,  made  this  first  day  of  October,  A.  D.  one  thousand 
■eight  hundred  and  fifty-three,  between  the  Marion  and  Logansport  Rail¬ 
road  Company,  a  corporation  duly  constituted  as  such  under  the  laws  of 
the  state  of  Indiana,  of  the  first  part,  and  Moses  G.  Mitchell,  of  the  city 
of  Piqua,  in  the  state  of  Ohio,  of  the  second  part,  witnesseth: 

Whereas,  The  parties  of  the  first  part,  pursuant  to  the  terms  of  the 
statutes  of  said  state  under  which  they  are  incorporated,  and  other 

30 


466  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

statutes  of  said  state  affecting  them,  are  engaged  in  constructing  a  rail¬ 
road  from  the  town  of  Marion,  in  Grant  county  and  state  afoiesaid,  to 
the  town  of  Logansport,  in  the  county  of  Cass,  in  said  state,  and  for  that 
purpose  need  and  have  resolved  to  purchase  and  transport  iron  rails 
therefor  and  such  other  materials,  work,  labor,  etc.,  as  may  be  necessary 
for  the  entire  construction  and  equipment  of  said  road,  and  also  to  laise 
money  by  loan  for  that  purpose  not  exceeding  seven  hundred  and  seven 
thousand  dollars,  and  in  order  to  secure  the  payment  therefor,  or  repay¬ 
ment  thereof,  to  execute  their  bonds,  not  exceeding  seven  hundred  and 
seven  in  number,  for  the  sum  of  one  thousand  dollars  each,  to  the  person 
lending  such  money  or  doing  such  work  and  labor  or  furnishing  such 
equipments,  payable  on  the  first  day  of  October,  A.  D.  1873*  a.nd  bearing 
interest  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi-annually 
on  the  first  day  of  April  and  the  first  day  of  October  in  each  year  there¬ 
after  at  the  after  the  date  thereof,  until 

the  principal  shall  be  paid;  to  be  on  an  equality,  so  far  as  legal ds  the 
security  for  the  repayment  thereof  by  these  presents,  notwithstanding 
the  same  may  be  issued  at  different  times,  each  of  said  bonds  being 
authenticated  by  a  certificate  signed  by  said  party  of  the  second  part,  and 
a  portion  thereof  containing  a  clause  permitting  the  holders  to  exchange 
the  same  at  par  for  shares  of  stock  in  said  railroad  company  at  par. 

Now,  therefore,  this  indenture,  witnesseth,  That  the  said  parties  of  the 
first  part,  in  order  to  secure  the  payment  of  said  bonds  and  interest,  and 
in  consideration  of  the  sum  of  one  dollar  to  them  at  the  sealing  and 
delivering  hereof,  in  hand  paid  by  the  said  party  of  the  second  part, 
the  receipt  whereof  is  hereby  acknowledged,  have  granted,  bargained, 
sold,  transferred  and  conveyed,  and  by  these  presents  do  grant,  bargain, 
sell,  transfer  and  convey  to  the  said  party  of  the  second  part  and  his 
successors  in  the  trust  hereby  created  and  assigns,  all  the  following 
present  and  in  future  to  be  acquired  property  of  the  said  parties  of  the 
first  part,  that  is  to  say,  their  road,  made  or  that  is  to  be  made,  including 
the  right  of  way  and  land  occupied  thereby;  together  with  the  super¬ 
structure  and  tracks  thereon,  and  all  the  rails  and  other  materials  used 
thereon  or  therefor,  including  the  iron,  rails,  bridges,  viaducts,  culverts, 
fences,  depot  grounds  and  buildings  thereon,  engines,  tenders,  cars,  tools, 
machinery,  materials,  contracts  and  all  other  personal  property,  right 
thereto  or  interest  therein,  together  with  the  tolls,  rents  or  income  to  be 
had  or  levied  therefrom,  and  all  franchises,  rights  and  privileges  of  the 
said  party  of  the  first  part  of,  in,  to  or  concerning  the  same;  also  the 
following  described  real  estate  or  lands  in  parcels  as  hereinafter  described, 
to  wit:  The  half  of  the  west  half  of  the  southeast  quarter  of 

section  29,  in  township  24  north,  of  range  6  east,  containing  forty  acres, 
situate  in  Howard  county  and  state  of  Indiana.  Also 

The  west  part  of  the  southwest  quarter  of  the  southwest  quarter  of 
section  32,  in  township  25  north,  of  range  6  east,  containing  ten  acres,  in 
Miami  county  and  state  of  Indiana.  Also 

The  south  half  of  the  northwest  quarter  of  section  28,  in  township  25 
north,  of  range  5  east;  containing  80  acres;  situated  in  Miami  county  and 
state  of  Indiana.  Also 


CORPORATE  HISTORY.  467 

Lot  No.  two  (2),  in  block  No.  six  (6),  in  the  town  of  Mier,  in  Grant 
county  and  state  of  Indiana.  Also 

The  northwest  quarter  of  the  southwest  quarter  of  section  25,  in  town¬ 
ship  25  north,  of  range  5  east;  containing  forty  acres,  in  Miami  county 
and  state  of  Indiana.  Also 

The  west  half  of  the  northwest  quarter  of  section  19,  township  26  north, 
of  range  2  east;  containing  80  acres,  in  Cass  county  and  state  of  Indiana. 
Also 

Lot  No.  eleven  (11),  in  the  town  of  Carthage,  in  Rush  county  and  state 
of  Indiana.  Also 

The  south  end  of  the  east  half  of  the  southwest  quarter  of  section  23, 
in  township  25  north,  of  range  5  east,  in  Miami  county  and  state  of  In¬ 
diana,  containing  20  acres. 

The  undivided  half  of  the  west  half  of  the  southeast  quarter  of  section 
28,  in  township  29,  of  range  8  west,  containing  forty  acres,  in  Jasper 
county  and  state  of  Indiana. 

Also  lots  Nos.  thirty-seven  and  thirty-eight  in  the  town  of  Circleville, 
Cass  county,  Indiana.  Also 

Lots  No.  thirteen,  five,  six  and  seven  in  the  original  plat  of  the  town 
of  Circleville,  Cass  county,  Indiana.  Also 

Lots  No.  thirteen,  fourteen,  fifteen,  sixteen,  seventeen,  eighteen, 
twenty,  twenty-one,  twenty-two,  twenty-three,  and  twenty-four,  in  the 
first  addition  to  the  town  of  Circleville,  Cass  county,  Indiana. 

Also  the  southwest  quarter  of  the  northwest  quarter,  and  the  north¬ 
west  quarter  of  the  southwest  quarter  of  section  eight,  township  ten, 
range  one  west,  containing  eighty  acres,  in  Monroe  county  and  state  of 
Indiana.  Also 

The  south  end  of  the  west  half  of  the  northeast  quarter  of  section  three, 
township  twenty-four,  range  five  east;  containing  twenty  acres,  in  Howard 
county,  state  of  Indiana.  Also 

Lot  No.  four,  section  three,  township  twenty-four,  range  seven  east; 
containing  sixty-three  acres  and  sixteen  hundredths  of  an  acre,  in  Grant 
county,  state  of  Indiana.  Also  the  southwest  quarter  of  the  southwest 
quarter  of  section  twenty-six,  and  the  southeast  quarter  of  the  southeast 
quarter  of  section  twenty-seven,  and  the  northeast  quarter  of  the  north¬ 
east  quarter  of  section  thirty-four,  and  the  northwest  quarter  of  the 
northwest  quarter  of  section  thirty-five,  all  in  township  thirty-two,  range 
three  west,  containing  one  hundred  and  sixty  acres,  in  Cass  county  and 
state  of  Indiana.  Also 

The  west  half  of  the  southeast  quarter  and  the  southwest  quarter  of 
section  three,  and  the  south  half  of  the  northeast  quarter,  and  the  south¬ 
east  quarter  of  section  four,  and  the  south  half  of  the  northeast  quarter, 
and  the  southwest  of  the  northwest  quarter,  and  the  northwest  quarter 
of  the  southwest  quarter  of  section  twenty-six,  all  in  township  twenty- 
eight  north,  of  range  seven  west;  containing  six  hundred  and  forty  acres, 
in  the  county  of  Jasper  and  state  of  Indiana.  Also 

The  east  half  of  the  southeast  quarter  of  section  eleven,  township 
twenty-two,  range  two  east,  and  the  southwest  quarter  of  the  southwest 
quarter,  in  section  ten,  in  township  twenty-two,  range  two  east,  and  the 
northeast  quarter  of  the  southwest  quarter  of  section  eight,  township 


468  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

twenty-two,  range  two  east;  containing  in  all  160  acres,  in  Howard  county, 

Indiana.  Also  . 

The  northwest  quarter  of  the  southeast  quarter,  and  the  north  hall  ot 

the  southwest  quarter  of  section  twelve,  and  the  southeast  quarter  of 
section  thirteen,  and  the  east  half  of  the  northeast  quarter,  and  the  east 
half  of  the  southeast  quarter,  and  the  southwest  of  the  southeast  quarter 
of  section  twenty-five,  all  of  the  six  last  named  tracts  being  in  township 
twenty-nine,  range  five  west;  containing  four  hundred  and  eighty  acres, 

in  Jasper  county  and  state  of  Indiana.  Also 

The  southeast  quarter  of  the  northeast  quarter,  and  the  east  half  of  the 
southeast  and  the  southwest  of  the  southeast  quarter,  all  in  section 
twenty-five,  township  thirty,  range  five  west;  containing  one  hundred 

and  sixty  acres,  in  Jasper  county,  Indiana.  Also 

The  south  half  of  the  north  east  quarter,  and  the  south  half  of  the 
northwest  quarter,  and  the  southeast  quarter  of  section  five,  township 
twenty-nine,  range  seven;  containing  three  hundred  and  twenty  acres, 

in  Jasper  county,  Indiana. 

The  southeast  quarter  of  the  northwest  quarter,  and  the  northeast 
quarter  of  the  northwest  quarter  of  section  twenty,  township  thirty,  range 
one  west,  containing  eighty  acres,  in  Pulaski  county,  Indiana.  Also 
The  southeast  quarter  of  section  7,  township  three,  range  nine  east, 
containing  one  hundred  and  sixty  acres,  in  the  county  of  Wood  and 
state  of  Ohio.  Also  the  north  half  of  the  northwest  quarter  of  section 
seven,  township  three,  range  9  east;  containing  eighty-seven  acres  and 
fifty-three  hundredths,  in  the  county  of  Wood  and  state  of  Ohio.  Also 
The  southeast  quarter  of  the  southwest  quarter  of  section  fourteen, 
and  the  northwest  quarter  of  section  twenty-three,  in  township  thirty, 
range  two,  in  Fulton  county,  Indiana;  containing  two  hundred  acres.  Also 
The  north  half  of  section  eighteen,  township  thirty,  range  two,  in  Ful¬ 
ton  county,  Indiana;  containing  three  hundred  and  eleven  acres  and 
seventy-four  hundredths.  Also 

Section  seven,  township  thirty,  range  two;  containing  six  hundred 
and  forty-four  acres  and  forty-four  hundredths,  in  Fulton  county,  Indiana. 

Also 

The  southeast  quarter  of  the  southwest  quarter  of  section  nine,  and  the 
east  half  of  the  northwest  quarter,  and  the  northwest  of  the  northeast 
quarter  of  section  thirteen,  and  the  southeast  quarter  of  section  eleven,  and 
the  south  half  of  section  twelve,  in  the  southwest  quarter  of  the  southwest 
quarter  of  section  two,  all  in  township  ,  range  one  east;  contain¬ 

ing  six  hundred  and  eighty  acres,  in  Fulton  county,  Indiana.  Also 
The  north  half  of  the  northeast  quarter  of  section  thirty-five,  and  south¬ 
east  quarter  of  section  twenty-six,  and  the  northwest  quarter  of  the  south¬ 
west  quarter  of  section  twenty-two,  and  the  northeast  quarter  of  the 
southeast  quarter,  and  the  southwest  of  the  southeast  quarter  of  section 
twenty-one,  and  the  southwest  of  the  northwest  quarter  of  section 
twenty,  all  of  the  last  six  named  tracts  are  in  township  twenty-nine, 
range  one  east,  containing  four  hundred  acres,  in  Fulton  county,  In¬ 
diana.  Also  the  south  half  of  the  northeast  quarter  of  section  nineteen, 
township  twenty-nine,  range  one  east,  containing  eighty  acres,  in  Fulton 
county,  Indiana.  Also 


CORPORATE  HISTORY. 


469 


The  east  half  of  the  northeast  quarter  of  section  twenty-five,  township 
thirty-one,  range  two  west,  containing  eighty  acres,  in  the  county  of 
Pulaski,  Indiana.  Also 

The  south  half  of  the  southeast  fraction  of  section  forty-three  of  Michi¬ 
gan  road  lands,  containing  one  hundred  acres  and  sixteen  hundredths,  in 
Cass  county,  Indiana.  Also 

Lot  No.  six  (6),  in  the  town  of  Florence,  in  Miami  county  and  state 
of  Indiana.  Also 

The  north  half  of  the  west  half  of  the  southeast  quarter  of  section 
thirty-three  in  township  25,  range  5  east,  containing  forty  acres,  in  Miami 
county  and  state  of  Indiana.  Also 

The  southwest  quarter  of  the  southeast  quarter  of  section  27,  in  town¬ 
ship  25,  in  range  5  east,  in  Miami  county  and  state  of  Indiana,  contain¬ 
ing  forty  acres.  Also 

The  south  end  of  Squirrel  village  section,  in  town  twenty-six,  range 
4  east,  containing  40  acres,  in  Miami  county  and  state  of  Indiana.  Also 

Part  of  the  southeast  quarter  of  section  26,  in  township  25  north,  of 
range  5,  in  Miami  county  and  state  of  Indiana,  containing  20  acres.  Also 

The  north  half  of  the  northwest  quarter  of  the  northeast  quarter  of 
section  34,  in  township  25,  range  6,  in  Grant  county  and  state  of  Indiana, 
containing  20  acres.  Also 

Lot  No.  14,  in  the  town  of  Xenia,  Miami  county  and  state  of  Indiana. 
Also 

Part  of  the  east  half  of  the  northwest  quarter  of  section  35,  in  town  25, 
range  6  east,  in  Grant  county  and  state  of  Indiana,  containing  8  acres. 
Also 

The  east  half  of  the  northwest  quarter  of  the  northeast  quarter  of  sec¬ 
tion  32,  in  township  25,  range  6  east,  containing  twenty  acres,  in  Miami 
county  and  state  of  Indiana.  Also 

Lots  four,  five  and  eight,  in  block  No.  3,  in  Mackey  and  Addington’s 
addition  to  the  town  of  Xenia,  in  Miami  county  and  state  of  Indiana. 
Also 

The  southeast  quarter  of  the  southwest  quarter  of  section  21,  in  town¬ 
ship  24,  range  6  east,  in  Grant  county  and  state  of  Indiana,  containing 
forty  acres.  Also 

Part  of  the  northeast  quarter  of  the  northeast  quarter  of  section 
thirty-two  (32),  township  25,  range  6,  in  Miami  county  and  state  of 
Indiana,  containing  three  acres.  Also 

Part  of  southeast  quarter  of  section  29,  in  township  25,  range  6,  in  Miami 
county  and  state  of  Indiana.  Also 

The  east  half  of  the  northwest  quarter  of  section  33,  in  township  No. 
12,  of  range  one  west;  and  also 

The  northwest  quarter  of  the  northwest  quarter  of  same  section,  town¬ 
ship  and  range,  and  the  northeast  quarter  of  the  northwest  quarter  of 
section  33,  in  same  township  and  range,  in  all  containing  one  hundred 
and  sixty  acres,  in  the  county  of  Morgan  and  state  of  Indiana.  Also 

The  east  half  of  the  southeast  quarter  of  section  one,  and  the  north 
half  of  the  southeast  quarter  of  section  two,  and  the  south  half  of  the 
southwest  quarter  of  section  four  (4),  and  the  east  half  of  the  northeast 


470  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

quarter  of  section  8,  in  township  ten  (io),  range  one  west,  in  the  county 
of  Monroe  and  state  of  Indiana,  containing  320  acres.  Also 

The  southwest  quarter  of  the  southeast  quarter,  and  the  southeast 
quarter  of  the  southwest  quarter  of  section  28,  and  the  west  half  of  the 
northwest  quarter  of  section  27,  and  the  north  half  of  the  northwest 
quarter  of  section  10,  and  the  west  half  of  the  northwest  quarter  of  sec¬ 
tion  11,  and  the  southwest  quarter  of  the  southwest  quarter  of  section 
3,  and  the  southeast  quarter  of  the  southeast  quarter  of  section  3,  and  the 
west  half  of  the  southwest  quarter  of  section  20,  and  the  west  half  of  the 
northwest  quarter  of  section  29,  and  the  northeast  quarter  of  the  south¬ 
east  quarter  of  section  20,  and  the  northwest  quarter  of  the  northeast 
quarter  of  section  29,  all  in  township  12,  range  one  west,  containing  in 
all  640  acres,  in  Morgan  county  and  state  of  Indiana;  and  nothing  herein 
contained  shall  be  construed  to  prevent  the  parties  of  the  first  part  from 
selling  or  otherwise  disposing  of  any  bonds  or  stocks  or  other  securities 
received  in  payment  of  stock  or  otherwise,  or  of  any  bonds  or  other 
property  of  the  company  not  necessary  to  be  retained  for  their  roadway, 
depot  grounds,  stations,  nor  required  for  the  construction  or  convenient 
use.  of  their  road,  nor  from  collecting  moneys  due  to  the  company  on 
stock  subscriptions  or  otherwise;  provided  they  shall  diligently  proceed 
to  collect  and  faithfully  apply  all  such  means  to  the  construction  and 
equipment  of  their  said  road;  and  provided  also,  that  no  default  shall 
have  been  made  in  the  payment  of  the  principal  or  interest  of  any  of  the 
above  described  bonds.  To  have  and  to  hold  the  said  premises,  and 
every  part  thereof,  with  the  appurtenances,  unto  the  said  party  of  the 
second  part,  his  successors  in  said  trust  and  assigns,  upon  the  following 
trusts,  that  is  to  say:  in  case  the  said  parties  of  the  first  part  shall  fail  to 
pay  the  principal  or  any  part  thereof,  or  any  of  the  interest  on  said  bonds, 
at  any  time  when  the  same  may  become  due  and  payable,  according  to 
the  tenor  and  effect  thereof,  when  demanded,  then,  after  sixty  days  from 
such  default,  upon  request  of  the  holder  of  such  bonds,  the  said  party  of 
the  second  part,  his  successors  in  said  trust  or  assigns,  may  enter  into 
and  take  possession  of  all  or  any  part  of  said  premises,  and  as  the 
attorney  in  fact  or  agent  of  said  parties  of  the  first  part,  by  himself  or 
agents  or  substitutes,  duly  constituted,  have,  use  and  employ  the  same; 
making,  from  time  to  time,  all  needful  repairs,  alterations  and  additions 
thereto,  and  after  deducting  the  expenses  of  such  repairs,  alterations  and 
additions,  apply  the  proceeds  thereof  to  the  payment  of  the  principal  and 
interest  of  all  said  bonds  remaining  unpaid;  or  the  said  party  of  the  second 
part,  his  successors  in  said  trust  and  assigns,  at  his  or  their  discretion, 
may,  or  on  the  written  request  of  the  holders  of  at  least  one-half  of  the 
bonds  then  unpaid  and  unconverted  into  stock,  shall  cause  the  said  prem¬ 
ises,  or  so  much  of  them  as  shall  be  necessary  to  pay  and  discharge  the 
principal  and  interest  of  all  such  of  said  bonds  as  may  then  be  unpaid  and 
unconverted  as  aforesaid,  to  be  sold  at  public  auction  in  the  town  of 
Marion,  in  the  state  of  Indiana,  or  in  the  city  of  New  York,  giving  at 
least  forty  days’  notice  of  the  time  and  place  and  terms  of  such  sale  and 
of  the  specific  property  to  be  sold  by  publishing  the  same  in  two  news¬ 
papers  of  good  circulation  in  the  state  of  Indiana,  and  also  in  as  many 
papers  of  like  circulation  as  may  be  published  in  the  town  of  Marion, 


CORPORATE  HISTORY. 


4/1 


and  in  like  number  of  papers  of  good  circulation  published  in 
the  city  of  New  York,  and  wherever  else  required  by  law,  and  execute 
to  the  purchaser  or  purchasers  thereof  a  good  and  sufficient  deed  of  con¬ 
veyance  in  fee  simple  for  the  same,  which  shall  be  a  bar  against  the 
parties  of  the  first  part,  their  successors  and  assigns,  and  all  persons 
claiming  under  them,  of  all  right,  interest  or  claim  in  or  to  said  premises, 
or  any  part  thereof;  and  said  trustee  shall,  after  deducting  from  the  pro¬ 
ceeds  of  said  sale  the  costs  and  expenses  thereof  and  of  managing  such 
property,  apply  so  much  of  the  proceeds  thereof  as  may  be  necessary 
to  the  payment  of  the  principal  and  interest  due  or  unpaid  on  said  bonds, 
and  shall  restore  the  residue  thereof  to  the  parties  of  the  first  part,  it 
being  hereby  especially  understood  that  in  no  case  shall  any  claim  or  ad¬ 
vantage  be  taken  of  any  valuation  or  appraisement  laws  by  the  parties  of 
the  first  part,  nor  any  injunction  or  stay  of  proceedings  or  any  process  be 
applied  for  or  obtained  by  them  to  prevent  such  entry  or  sale  as  afore¬ 
said;  and  the  said  parties  of  the  first  part  hereby  covenant,  for  the  con¬ 
sideration  aforesaid,  to  execute  and  deliver  any  further  and  reasonable 
and  necessary  conveyance  of  the  premises,  or  any  part  thereof,  to  the 
said  party  of  the  second  part,  his  successors  in  said  trust  and  assigns, 
for  the  full  carrying  into  effect  the  object  hereof,  particularly  for  the 
conveyance  of  any  property  subsequently  to  the  date  hereof  acquired 
by  the  said  parties  of  the  first  part  and  comprehended  in  the  description 
contained  in  the  premises  aforesaid  upon  the  security  of  the  said  bonds, 
shall  be  faithfully  applied  to  the  purchase  and  transportation  of  iron,  the 
work,  labor  and  other  matters  or  necessary  expense  in  the  construction 
and  equipment  of  said  railroad,  and  the  incidentals  thereto;  and  it  is 
hereby  mutually  agreed,  and  these  presents  are  upon  this  express  condi¬ 
tion,  that  upon  payment  of  the  principal  and  interest  of  said  bonds,  or 
the  conversion  thereof  into  stock  as  aforesaid,  the  estate  hereby  granted 
to  said  party  of  the  second  part  shall  be  void  and  the  right  to  the  premises 
hereby  conveyed  shall  revert  to  and  revest  in  the  said  parties  of  the  first 
part,  without  any  acknowledgment  of  satisfaction,  reconveyance,  re-entry 
or  other  act.  And  it  is  also  further  mutually  agreed  that  the  said  party 
of  the  second  part,  his  successors  in  said  trust  and  assigns,  shall  only 
be  accountable  for  reasonable  diligence  in  the  management  thereof,  and 
shall  not  be  responsible  for  the  acts  of  any  agent  employed  by  him  or 
them  when  such  agent  is  selected  with  reasonable  discretion,  and  that 
the  said  party  of  the  second  part,  his  successors  and  assigns  in  said  trust, 
shall  be  entitled  to  receive  proper  compensation  for  any  labor  or  service 
performed  by  him  in  discharge  of  his  trust,  in  case  he  shall  be  com¬ 
pelled  to  take  possession  of  said  premises  or  any  part  thereof  and  manage 
the  same.  And  it  is  further  mutually  agreed  that  in  case  of  the  death, 
mental  incapacity,  refusal  to  serve,  or  resignation  of  the  said  party  of  the 
second  part,  all  his  estate,  interest,  right,  power  and  control  in  the 
premises  shall  be  divested  and  cease  and  determine,  and  the  same  shall 
from  thenceforth,  for  the  purpose  aforesaid,  be  vested  in  and  all  and 
singular  the  trusts  and  duties  hereinbefore  enumerated  shall  devolve 
upon  of  without 

any  further  assurance  or  conveyance  of  or  for  the  same,  and  in  case  of 
a  like  disqualification  of  the  said  for  the  performance  of  the  trusts 


472  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


hereby  created,  after  the  same  shall  have  devolved  upon  him,  the  said 
party  of  the  first  part  shall,  or  in  their  default  to  take  proceedings  thereof 
for  thirty  days,  the  holders  of  a  majority  of  said  bonds  may  apply  to 
the  Supreme  Court  of  the  state  of  Indiana,  or  any  of  the  Circuit  Courts 
thereof  sitting,  to  appoint  a  new  trustee,  being  a  resident  of  the  city  of 
New  York,  to  supply  his  place,  and  thereupon  such  new  trustee  shall  be¬ 
come  vested,  for  the  purposes  aforesaid,  with  all  the  rights  and  interests 
hereby  conveyed  to  or  vested  in  the  said  party  of  the  second  part,  with¬ 
out  any  further  assurance  or  conveyance  of  the  same;  but  if  the  same 
shall  be  necessary,  both  or  either  of  the  parties  hereto  shall  execute  any 
necessary  releases  or  conveyances  for  that  purpose. 

In  witness  whereof,  the  parties  of  the  first  part  have  caused  their  cor¬ 
porate  seal  to  be  hereto  attached,  and  the  same  to  be  subscribed  by  their 
vice-president  and  their  secretary,  in  accordance  with  a  resolution  of  the 
board  of  directors  of  said  company  to  that  effect,  and  the  said  party  of  the 
second  part  has  set  his  hand  and  seal  the  day  and  year  above  written. 

JOHN  M.  WALLACE, 

Vice-President  Marion  and  Logansport  Railroad  Company. 

ISAAC  VANDEVANTER, 

Secretary  of  Marion  and  Logansport  Railroad  Company. 

Signed,  sealed  and  delivered  in  presence  of  us: 

Attest: 

JAMES  BROWNLEE, 
as  to  Wallace. 

JOHN  N.  TURNER, 
as  to  Vandevanter. 

Acknowledged  before  M.  L.  Marsh,  notary  public,  Grant  county, 
Indiana,  January  25,  1854. 

Recorded,  Cass  county,  Indiana,  February  23,  1854,  Mortgage  Record 
“  B,”  page  203. 

This  mortgage  was  properly  executed,  signed  and  sealed,  except  as  to 
M.  G.  Mitchell,  trustee,  and  it  was  recorded  without  his  name,  and  after 
he  had  signed  the  mortgage  it  was  never  presented  to  the  recorders  of 
any  of  the  counties  for  the  completion  of  the  record  by  the  name  of  the 
trustee. 

Decree  of  the  United  States  Circuit  Court  for  the  District  of 
Indiana  declaring  the  Bonds  Issued  under  the  Mortgage  of 
the  Marion  and  Logansport  Railroad  Company  of  October  i, 
1853,  Void  and  Ordering  their  Surrender  and  Cancellation.1 

Rendered  December  8,  1857. 

Marion  and  Mississinewa  Valley  Railroad  Company  ] 

Joseph  Lomax  and  the  Grand  Rapids  and  Indiana  chancen. 

Railroad  Company. 

The  parties  by  their  solicitors  now  come,  and  the  court  having  seen 
the  pleadings,  exhibits  and  proofs,  and  heard  the  arguments  of  the 

1  See  also  statement  of  Joseph  Lomax,  concerning  these  bonds  on  file,  Secretary’s  Office,  P.  C. 
C.  &  St.  L.  Ry.  Co. 


CORPORATE  HISTORY. 


473 


solicitors,  being  sufficiently  advised,  pronounce  the  following  decree  in 
the  premises:  It  is  ordered,  adjudged  and  decreed  by  the  court,  that 
the  defendant,  Joseph  Lomax,  be  and  he  hereby  is  perpetually  enjoined, 
and  all  persons  claiming  through  or  under  him  are  perpetually  enjoined, 
from  further  prosecuting  his  said  action  of  assumpsit,  now  pending  on 
the  common  law  side  of  this  court,  described  in  the  bill  and  admitted  in 
the  answer  against  the  said  Marion  and  Mississinewa  Valley  Railroad 
Company,  and  from  parting  with  said  coupons  or  bringing  any  other 
action  upon  the  same,  and  from  setting  up  the  same  as  valid  against 
said  railroad  company,  and  said  company,  and  all  other  coupons,  upon 
or  cut  off  said  bonds  held  by  the  said  Joseph  Lomax  and  the  said  Grand 
Rapids  and  Indiana  Railroad  Company,  obtained  by  said  Joseph  Lomax, 
as  stated  in  the  bill,  are  and  each  of  them,  are  hereby  declared  invalid 
to  all  intents  and  purposes,  as  against  the  said  railroad  company,  and 
the  said  Joseph  Lomax  and  the  said  Grand  Rapids  and  Indiana  Railroad 
Company  be  and  they  are  severally  required,  on  or  before  the  next  term 
of  this  court,  to  bring  the  coupons  in  their  possession,  severally,  at  the 
commencement  of  this  suit,  upon  or  cut  off  said  bonds,  into  this  court, 
to  be  cancelled.  It  is  further  ordered,  that  the  said  Joseph  Lomax  pay 
and  satisfy  the  costs  in  said  action  of  assumpsit  at  law,  upon  the  taxa¬ 
tion  of  the  clerk,  and  in  default  thereof  that  an  execution,  as  upon  a 
judgment  of  law,  do  issue  for  the  amount  so  taxed.  It  is  further  ordered, 
adjudged  and  decreed  by  the  court,  that  the  said  coupon  bonds  of  one 
thousand  dollars  each,  of  the  said  Marion  and  Mississinewa  Valley  Rail¬ 
road  Company,  held  respectively  by  the  said  Joseph  Lomax  and  the 
Grand  Rapids  and  Indiana  Railroad  Company,  at  the  commencement  of 
this  suit,  as  described  in  the  bills,  and  each  and  every  of  them,  with  the 
coupons  thereon  or  cut  therefrom,  be  and  the  same  are  hereby  declared 
to  be  without  consideration,  fraudulent  and  void,  as  to  the  Marion  and 
Mississinewa  Railroad  Company;  and  the  said  Joseph  Lomax  and  the 
said  Grand  Rapids  and  Indiana  Railroad  Company,  and  all  persons 
claiming  by,  through  or  under  them,  or  any  of  them,  are  hereby  per¬ 
petually  enjoined  from  setting  up  said  bonds,  or  any  of  them,  or  the 
coupons  thereon  or  cut  therefrom,  in  law  and  equity,  against  the  said 
Marion  and  Mississinewa  Valley  Railroad  Company. 

It  is  further  ordered,  adjudged  and  decreed  by  the  court,  that  the  said 
Joseph  Lomax  and  the  said  Grand  Rapids  and  Indiana  Railroad  Com¬ 
pany  be  and  they  are  hereby  respectively  required,  on  or  before  the  first 
day  of  the  next  term  of  this  court,  to  bring  into  court,  to  be  cancelled, 
each  and  every  of  said  coupon  bonds,  with  the  coupons  thereon  or  cut 
therefrom  that  were  in  their  respective  possessions  at  the  commence¬ 
ment  of  this  suit,  and  as  described  in  the  bills  and  admitted  in  the  answer. 

It  is  further  ordered,  adjudged  and  decreed  by  the  court,  that  the  com¬ 
plainants  recover  their  costs  in  this  suit,  taxed  at  dollars  and 

cents,  against  said  respondents,  and  that  execution  issue 

therefor. 

It  is  further  ordered,  that  this  suit  stand  continued  upon  the  docket 
until  the  next  term  of  the  court,  for  further  proceedings,  should  the 
respondents  fail  to  comply  with  this  decree. 


474  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

I,  Horace  Bassett,  clerk  of  the  said  United  States  Circuit  Court  for  the 
Seventh  Circuit  and  District  of  Indiana,  do  certify  the  foregoing  to  be 
a  correct  copy  of  the  decree  of  said  court,  in  the  above  entitled  case,  as 
rendered  on  the  eighth  day  of  December,  eighteen  hundred  and  fifty- 
seven. 

Witness  my  hand  and  the  seal  of  the  said  court,  this  226.  day  of  De¬ 
cember,  in  the  year  eighteen  hundred  and  fifty-seven  (1857). 

HORACE  BASSETT,  Clerk. 


MARION  AND  MISSISSINEWA  VALLEY  RAILROAD 

COMPANY  (Consolidated).1 

AGREEMENT  OF  CONSOLIDATION 

Between  the  Marion  and  Logansport  Railroad  Company  and  the 
Marion  and  Mississinewa  Valley  Railroad  Company  under  the 
Name  of  the  Marion  and  Mississinewa  Valley  Railroad  Com¬ 
pany. 

This  article  of  agreement,  made  and  entered  into  this  24th  day  of 
August,  A.  D.  1854,  by  and  between  the  Marion  and  Logansport  Rail¬ 
road  Company,  of  the  first  part,  and  the  Marion  and  Mississinewa  Val¬ 
ley  Railroad  Company,  of  the  second  part,  witnesseth,  That,  for  the 
mutual  benefit  of  the  stockholders  of  each  company,  and  for  the  purpose 
of  effecting  the  greatest  possible  facility  for  the  transportation  of  freight 
and  passengers,  it  is  mutually  and  permanently  agreed  between  said 
companies  that  the  stock  of  the  Marion  and  Logansport  Railroad  Com¬ 
pany  is  hereby  merged  into  and  made  a  part  of  the  capital  stock  of  the 
Marion  and  Mississinewa  Valley  Railroad  Company,  and  that  the  two 
are  hereby  consolidated  and  made  one  joint  stock  company,  to  be  known 
and  designated  as  the  Marion  and  Mississinewa  Valley  Railroad  Com¬ 
pany,  whose  line  of  road  shall  extend  from  the  town  of  Union  to  the 
town  of  Logansport,  as  the  two  lines  of  road  are  now  located,  and  the 
said  contracting  parties  agree  to  the  following  terms: 

1st.  That  the  capital  stock  of  each  company  shall  be  regarded  and 
held  equal  in  every  respect,  as  to  interest,  dividends,  the  right  to  vote, 
and  all  other  legal  advantages  and  liabilities. 

2nd.  That  the  Marion  and  Logansport  Railroad  Company  shall  assign 
to  the  Marion  and  Mississinewa  Valley  Railroad  all  of  its  property, 
effects,  rights  and  privileges  as  a  railroad  company,  and  deliver  to  said 
Marion  and  Mississinewa  Valley  Railroad  Company  all  its  books,  papers 
and  bonds. 

3rd.  That  the  said  consolidated  company,  to  wit,  the  Marion  and 
Mississinewa  Valley  Railroad  Company  shall  pay  all  the  debts  of  the 
two  companies  hereby  consolidated,  which  now  remain  unpaid, 
depot  grounds  or  stations,  nor  required  for  the  construction  or  con¬ 
tracting  parties  for  the  construction  of  their  respective  roads,  Or  any 


1  See  page  51. 


CORPORATE  HISTORY, 


475 


part  of  said  roads,  be  faithfully  observed  and  carried  out  by  the  said 
Marion  and  Mississinewa  Valley  Railroad  Company. 

5th.  That  the  secretary,  treasurer  and  land  agent  of  said  Marion  and 
Mississinewa  Valley  Railroad  Company  shall  each  transfer  all  matters  on 
the  books  of  said  Marion  and  Logansport  Railroad  Company  proper  to 
be  transferred  to  his  books  immediately  on  the  reception  of  said  books 
of  the  Marion  and  Logansport  Railroad  Company. 

6th.  That  all  shareholders  in  the  Marion  and  Logansport  Railroad 
Company  shall  receive  from  the  secretary  of  the  Marion  and  Mississinewa 
Valley  Railroad  Company  certificates  of  stock  in  said  last  mentioned 
railroad  company,  amount  of  which  they  may  return  to  said  secretary, 
and  the  secretary  shall  file  all  such  canceled  stock  certificates  carefully 
in  his  office,  and  enter  the  issue  of  the  new  certificate  upon  the  proper 
books  in  his  office. 

7th.  That  the  books  and  papers,  and  all  other  writings  to  be  delivered 
to  the  Marion  and  Mississinewa  Valley  Railroad  Company  by  the  Marion 
and  Logansport  Railroad  Company  shall  be  so  delivered  and  handed 
over  on  or  before  the  24th  day  of  September  next. 

8th.  That  the  consolidated  company  may,  by  the  consent  of  the  con¬ 
tractors,  call  in  the  general  mortgage  bonds  of  the  two  roads  hereby 
merged,  and  issue  new  general  mortgage  bonds  in  their  place. 

W.  S.  BROWN,  President, 
for  Marion  and  Logansport  Railroad  Company. 

JOSEPH  LOMAX,  President, 
for  Marion  and  Mississinewa  Valley  Railroad  Company. 

Resolutions  of  the  Board  of  Directors  of  the  Marion  and  Logans¬ 
port  Railroad  Company  Ratifying  Consolidation. 

Resolved,  That  the  foregoing  articles  making  and  consolidating  the 
Marion  and  Logansport  Railroad  Company  and  the  Marion  and  Missis¬ 
sinewa  Valley  Railroad  Company  be  and  they  are  hereby  adopted  and 
ratified  by  the  board  of  directors  of  the  Marion  and  Logansport  Railroad 
Company,  this  20th  day  of  October,  A.  D.  1854. 

And  that  all  the  property,  effects,  contracts,  lands  and  all  the  rights 
of  and  belonging  to  said  Marion  and  Logansport  Railroad  Company 
be  and  the  same  are  hereby  transferred  to  the  Marion  and  Mississinewa 
Valley  Railroad  Company. 

To  be  held,  owned  and  used  by  said  Marion  and  Mississinewa  Valley 
Railroad  Company  as  fully  and  amply  as  the  same  was  owned  and  held 
by  said  Marion  and  Logansport  Railroad  Company  before  the  consolida¬ 
tion  of  the  said  Marion  and  Logansport  Railroad  Company  with  said 
Marion  and  Mississinewa  Valley  Railroad  Company. 

Resolution  Board  of  Directors  Marion  and  Mississinewa  Valley 
Railroad  Company  in  regard  to  Consolidation. 

Adopted  November  21,  1854. 

Resolved,  That  the  articles  of  consolidation  agreed  to  and  signed  by 
William  L.  Brown,  president  of  the  Marion  and  Logansport  Railroad 


47^  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Company,  and  Joseph  Lomax,  president  of  the  Marion  and  Mississinewa 
Valley  Railroad  Company,  on  the  24th  day  of  August,  1854,  merging 
the  former  company  into  and  making  it  part  of  the  latter,  and  which  were 
agreed  to  and  ratified  by  this  company  on  the  24th  day  of  August,  1854, 
and  which  were  agreed  to  and  ratified  by  the  said  Marion  and  Logans- 
port  Railroad  Company  on  the  20th  day  of  October,  1854,  be  and  the 
same  are  hereby  reaffirmed  and  accepted  and  agreed  to  by  the  Marion 
and  Mississinewa  Valley  Railroad  Company.  Provided  the  proper  officers 
of  said  Marion  and  Logansport  Railroad  Company  deed  to  this  company 
all  the  real  estate  of  said  Marion  and  Logansport  Railroad  Company.  And 
provided  also,  that  they  cancel  their  thirty  thousand  dollar  deed  of  trust 
and  deliver  it  so  cancelled  to  this  company.  And  provided  also,  that  the 
said  Marion  and  Logansport  Railroad  Company  deliver  all  the  bonds, 
papers,  books  and  personal  effects  of  their  company  to  the  officers  of 
this  company,  the  said  consolidation  to  take  effect  at  the  delivering  of 
said  bonds,  deeds,  papers  and  effects. 


DEED. 

Marion  and  Logansport  Railroad  Company  to  Marion  and  Missis¬ 
sinewa  Valley  Railroad  Company. 

Dated  November  28,  1854. 

Conveying  railroad,  properties,  franchises  and  real  estate  of  the  Marion 

and  Logansport  Railroad  Company. 

This  indenture,  made  this  twenty-eighth  day  of  November,  A.  D.  one 
thousand  eight  hundred  and  fifty-four,  between  the  Marion  and  Logans¬ 
port  Railroad  Company,  of  the  first  part,  and  the  Marion  and  Mississinewa 
Valley  Railroad  Company,  of  the  second  part,  witnesseth: 

That  whereas  said  parties  have  mutually  agreed  to  adopted  and  ratified 
articles  of  consolidation  making  the  parties  hereto  one  joint  stock  com¬ 
pany,  to  be  known  as  the  Marion  and  Mississinewa  Valley  Railroad 
Company;  and 

Whereas,  Said  articles  provided  that  said  party  of  the  first  part  should 
assign  all  its  property,  effects,  rights  and  privileges  as  a  railroad  com¬ 
pany  and  “alien  all  its  books  and  papers  and  bonds  to  the  said  party 
of  the  second  part;  and 

Whereas,  Said  party  of  the  first  part,  by  its  board  of  directors,  on  the 
twenty-fifth  day  of  November,  A.  D.  one  thousand  eight  hundred  and 
fifty-four,  made  and  entered  upon  the  order  book  of  said  board  of  direc¬ 
tors  the  following  order,  to  wit:  “Resolved,  That  the  president  or  vice- 
president  and  secretary  are  hereby  authorized  and  required  to  deed  to  the 
Marion  and  Mississinewa  Valley  Railroad  Company  all  the  real  estate 
of  this  company.” 

Now,  therefore,  in  consideration  of  the  premises  and  of  said  contract 
of  consolidation,  as  well  as  of  five  thousand  dollars  to  the  said  party  of 
the  second  part  in  hand  paid,  the  receipt  whereof  is  hereby  acknowledged, 
ha\  e  granted,  bargained  and  sold,  and  by  these  presents  do  grant,  bar¬ 
gain,  sell,  convey  and  confirm  unto  the  said  party  of  the  second  part  and 


CORPORATE  HISTORY. 


477 


their  successors  in  office  forever,  the  road  of  the  party  of  the  first  part, 
made  or  to  be  made,  including  the  right  of  way  and  lands  occupied 
thereby,  together  with  the  materials  used  thereon  or  procured  therefor; 
including  fences,  depot  grounds,  materials,  contracts  and  all  other  real 
estate  and  personal  property,  right  thereto  and  interest  therein,  together 
with  the  rents  and  income  derived  therefrom,  and  all  franchises,  rights 
and  privileges  of  the  said  party  of  the  first  part  of,  to  or  concerning 
the  same;  including  the  following  described  real  estate  situate  in  the 
county  of  Grant,  state  of  Indiana,  to  wit:  The  north  end  of  the  east  half 
of  the  southwest  fractional  quarter  of  section  thirty  (30),  township 
twenty-five  (25),  range  seven  (7),  containing  thirty  acres,  more  or  less. 
Also  the  northeast  quarter  of  the  southeast  quarter  of  section  two  (2), 
township  twenty-three  (23),  range  six  (6),  containing  forty  acres,  more 
or  less.  Lot  No.  four  (4),  section  three  (3),  township  twenty-four  (24), 
range  seven  (7),  containing  sixty-three  (63)  acres  and  sixteen  hundredths. 
Also  the  southeast  quarter  of  section  twenty-one  (21),  township  twenty- 
four  (24),  range  six  (6),  containing  forty  acres,  more  or  less.  Also  part 
of  the  east  half  of  the  northwest  quarter  of  section  thirty-five  (35),  town¬ 
ship  twenty-five  (25),  range  six  (6),  containing  eighty  acres,  more  or  less. 
Also  lot  No.  two  (2),  block  No.  six  (6),  in  the  town  of  Mier.  Also  the 
north  half  of  the  northwest  quarter  of  the  northeast  quarter  of  section 
thirty-four  (34),  township  twenty-five  (25),  range  six  (6),  containing 
twenty  acres,  more  or  less,  containing  in  all  two  hundred  and  one  acres, 
for  the  sum  of  two  thousand  six  hundred  and  twenty-five  dollars.  Also 
the  following  described  real  estate,  situate  in  the  county  of  Miami  and 
state  of  Indiana,  and  described  as  follows,  to  wit:  The  east  half  of  the 
northwest  quarter  of  the  northeast  quarter  of  section  thirty-two  (32), 
township  twenty-five  (25),  range  six  (6)  east,  containing  twenty  acres. 
Also  lots  No.  four  (4)  and  5  and  8,  block  No.  three  (3),  town  of  Xenia. 
Also  part  of  the  southeast  quarter  of  section  twenty-nine  (29),  township 
twenty-five  (25),  range  six  (6),  containing  three  acres.  Also  the  south 
end  of  the  northwest  quarter  of  section  thirty-four  (34),  township  twenty- 
five  (25),  range  five  (5),  containing  forty  acres.  Also  lot  No.  twenty  (20), 
in  block  No.  four  (4),  in  the  town  of  Xenia.  Also  lot  No.  six  (6),  in 
the  town  of  Florence.  Also  the  northwest  corner  of  the  southeast  quarter 
of  the  southeast  quarter  of  section  thirty-four  (34),  township  twenty- 
five  (25),  range  five  (5),  containing  ten  (10)  acres.  Also  the  southwest 
quarter  of  the  southeast  quarter  of  section  twenty-seven  (27),  township 
twenty-five  (25),  range  five  (5),  containing  forty  acres.  Also  the  west 
part  of  the  southwest  quarter  of  the  southwest  quarter  of  section 
thirty-two  (32),  township  twenty-five  (25),  range  six  (6),  containing  ten 
acres.  Also  the  northwest  quarter  of  the  northwest  quarter,  and  the 
east  half  of  the  southwest  quarter  of  the  northwest  quarter  of  section 
twenty-five  (25),  township  twenty-five  (25),  range  five  (5),  containing 
sixty  acres.  Also  lot  No.  fourteen  (14),  in  the  town  of  Xenia.  Also 
part  of  southeast  quarter  of  section  twenty-six  (26),  township  twenty- 
five  (25),  range  five  (5),  containing  twenty  acres.  Also  south  end  of  the 
east  half  of  the  southwest  quarter  of  section  twenty-three  (23),  town¬ 
ship  twenty-five  (25),  range  five  (5),  containing  twenty  acres.  Also 


478  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


part  of  the  northeast  quarter  of  the  northeast  quarter  of  section  thirty- 
two  (32),  township  twenty-five  (25),  range  six  (6),  containing  three 
acres.  Also  the  north  half  of  the  west  half  of  the  southeast  quarter  of 
section  thirty-three  (33),  township  twenty-five  (25),  range  five  (5),  con¬ 
taining  forty  acres.  Also  a  strip  of  land  adjoining  Xenia,  subscribed 
by  i.  S.  Barrington  (see  deed  for  description).  Also  south  end  of 
Squirrel  village,  section  ,  township  twenty-six  (26),  range 

four  (4),  containing  forty  acres.  Also  lot  No.  fourteen  (14)  in  the  town 
of  Bunker  Hill.  Also  lots  Nos.  seven  (7),  eight  (8)  and  twenty-four  (24) 
in  the  town  of  Florence.  Also  tract  of  land  subscribed  by  Daniel 
Duckwall,  containing  thirteen  (13)  acres  (see  deed  for  description). 
Also  part  of  section  thirty-one  (31),  township  twenty-five  (25),  range  five 
(5),  containing  ten  acres,  containing  in  all  three  hundred  and  twenty- 
nine  (329)  acres,  for  the  sum  of  six  thousand  six  hundred  and  eighty- 
five  dollars. 

Also  the  following  described  real  estate,  situate  in  Howard  county  and 
state  of  Indiana,  and  described  as  follows,  to  wit:  The  north  half  of  the 
east  half  of  the  southeast  quarter  of  section  twenty-nine  (29),  township 
twenty-four  (24),  range  six  (6),  containing  forty  acres.  Also  the  north 
half  of  the  east  half  of  the  southeast  quarter  of  section  twenty-nine 
(29),  township  twenty-four  (24),  range  six  (6),  containing  forty  acres. 
Also  the  southwest  quarter  of  the  northeast  quarter  and  the  northwest 
quarter  of  the  southeast  quarter  of  section  twenty-two  (22),  township 
twenty-four  (24),  range  four  (4),  containing  eighty  acres.  Also  east  half 
of  the  southeast  quarter  section  eleven  (11),  township  twenty-two  (22). 
range  two  (2),  and  the  southwest  quarter  of  section  ten  (10),  township 
twenty-two  (22),  range  two  (2),  and  the  southeast  quarter  of  the  south¬ 
west  quarter  of  section  eight  (8),  township  twenty-two  (22),  range  two 
(2),  containing  one  hundred  and  sixty  acres.  Also  the  southeast  quarter 
of  the  southeast  quarter  of  section  twenty-nine  (29),  township  twenty- 
four  (24),  range  six  (6),  containing  forty  acres.  Also  the  south  end  of 
the  west  half  of  the  northeast  quarter  of  section  three  (3),  township 
twenty-four  (24),  range  five  (5),  containing  twenty  acres.  Also  the 
south  half  of  the  northwest  quarter  of  section  seventeen  (17),  township 
twenty-four  (24),  range  six  (6),  containing  eighty  acres,  containing  in 
all  four  hundred  and  sixty  acres,  for  the  sum  of  five  thousand  nine  hun¬ 
dred  and  fifty  dollars. 

Also  the  following  real  estate,  situate  in  Jasper  county,  in  the  state  of 
Indiana,  and  described  as  follows,  to  wit:  Half  of  the  west  half  of  the 
southeast  quarter  of  section  twenty-eight  (28),  township  twenty-nine  (29), 
range  eight  (8),  containing  forty  acres.  Also  the  northwest  quarter  of 
the  northeast  quarter  and  the  north  half  of  the  southwest  quarter  of  sec¬ 
tion  two  (2),  and  the  southeast  quarter  of  section  thirteen  (13),  and  the 
east  half  of  the  northwest  quarter  and  the  east  half  of  the  northeast 
quarter  and  the  southwest  quarter  of  the  southeast  quarter  of  section 
twenty-five  (25),  and  all  the  last  described  tracts  in  township  twenty- 
nine  (29)  and  range  five  (5).  Also  the  northeast  quarter  of  the  northeast 
quarter  and  the  east  half  of  the  south  quarter  and  the  southwest  quarter 
of  section  twenty-five  (25),  township  thirty  (30),  range  five  (5).  Also 


CORPORATE  HISTORY. 


479 


the  south  half  of  the  northeast  quarter  and  the  south  half  of  the  north¬ 
west  quarter  and  the  northeast  quarter  of  section  five  (5),  township 
twenty-nine  (29),  range  seven  (7),  containing  in  all  nine  hundred  and 
sixty  acres.  Also  the  north  half  of  the  east  half  of  the  northeast 
quarter  of  section  fourteen  (14),  township  twenty-eight  (28),  range  seven 
(7),  containing  forty  acres.  Also  the  west  half  of  the  southeast  quarter 
and  the  southwest  quarter  of  section  three  (3).  Also  the  south  half  of 
the  northeast  quarter  and  the  southeast  quarter  of  section  four  (4). 
Also  the  south  half  of  the  northeast  quarter  and  the  southwest  quarter 
of  the  northwest  quarter  of  section  twenty-six  (26),  all  in  township  twenty- 
eight  (28),  range  seven  (7).  Also  the  northwest  quarter  of  the  south¬ 
west  quarter  of  section  twenty-six  (26),  and  the  east  half  of  the  north¬ 
west  quarter  of  section  two  (2),  township  twenty-eight  (28),  range 
eight  (8).  Also  half  of  the  west  half  of  the  southeast  quarter  of  section 
twenty-eight  (28),  township  twenty-nine  (29),  range  eight  (8),  containing 
in  all  one  thousand  eight  hundred  acres,  for  the  sum  of  seventeen  thou¬ 
sand  and  seven  hundred  dollars. 

Also  the  following  real  estate,  situate  in  Cass  county,  in  the  state  of 
Indiana,  and  described  as  follows,  to  wit:  Lots  thirty-seven  and  thirty- 
eight  in  second  addition  to  the  town  of  Cicottville,  and  lots  13,  5,  6  and 
7  in  the  original  plat  of  said  town,  and  lots  14,  15,  16,  17,  18,  20,  21,  22, 
23  and  24  in  the  first  addition  to  said  town.  Also  west  half  of  the 
southwest  quarter  of  section  nineteen  (19),  township  twenty-six  (26),  range 
two  (2),  containing  eighty  acres,  south  half  of  southeast  fractional  east 
of  the  Michigan  road,  containing  one  hundred  acres,  and  part  of  the 
east  half  of  the  southwest  quarter  section  seventeen  (17),  township 
twenty-five  (25),  range  three  (3),  containing  six  (6)  acres  and  fifty- 
hundredths,  for  the  sum  of  four  thousand  one  hundred  and  thirty-seven 
dollars. 

Also  the  following  real  estate,  situate  in  Fulton  county  and  state  of 
Indiana,  and  described  as  follows,  to  wit:  The  southeast  quarter  of  the 
southwest  quarter  of  section  nine  (9),  township  thirty  (30),  range  one  (1), 
containing  forty  acres,  and  east  of  the  northwest  quarter  and  the  north¬ 
west  quarter  of  the  northeast  quarter  of  section  thirteen  (13),  township 
thirty  (30),  range  one  (1),  containing  one  hundred  and  twenty  acres, 
and  the  southeast  quarter  of  section  eleven  (11),  township  thirty  (30), 
range  one  (1),  containing  one  hundred  and  sixty  acres.  Also  the  south 
half  section  twelve  (12),  containing  three  hundred  and  thirty  acres. 
Also  the  southwest  quarter  of  the  southwest  quarter  of  section  two  (2), 
township  thirty  (30),  range  one  (1),  containing  one  hundred  and  twenty 
acres,  and  the  southeast  quarter  of  section  eleven  (11),  township  thirty 
(30),  range  one  (1),  containing  one  hundred  and  sixty  acres.  Also  the 
south  half  of  section  twelve  (12),  containing  three  hundred  and  twenty 
acres.  Also  the  southwest  quarter  of  the  southwest  quarter  of  section 
two  (2),  township  thirty  (30),  range  one  (1),  containing  forty  acres. 
Also  the  north  half  of  section  eighteen  (18),  township  thirty  (30),  range 
two  (2),  containing  two  hundred  and  eleven  acres.  Also  section  seven 
(7),  township  thirty  (30),  range  two  (2),  containing  six  hundred  and 
forty-four  (644)  acres.  Also  the  north  half  of  the  northeast  quarter  of 


480  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

section  thirty-five  (35),  township  thirty  (30),  range  two  (2),  containing 
eighty  acres.  Also  the  southeast  quarter  of  section  twenty-six  (26), 
township  thirty  (30),  range  twenty-two  (22),  containing  one  hundred 
and  sixty  acres.  Also  the  northwest  quarter  of  section  twenty-two  (22), 
township  thirty  (30),  range  two  (2),  containing  forty  acres.  Also  the 
northeast  quarter  of  the  southeast  quarter  and  the  southwest  quarter  of 
the  southeast  quarter  of  section  twenty-one  (21),  township  thirty  (30), 
range  two  (2),  containing  eighty  acres.  Also  the  southwest  quarter  of 
the  northwest  quarter  of  section  twenty  (20),  township  twenty-nine  (29), 
range  one  (1),  containing  forty  acres.  Also  the  south  half  of  the  north¬ 
east  quarter  of  section  nineteen  (19),  township  twenty-nine  (29),  range 
one  (1),  containing  eighty  acres.  Also  the  southeast  quarter  of  the 
southwest  quarter  of  section  fourteen  (14),  township  thirty  (30),  range 
two  (2),  containing  forty  acres.  Also  the  northwest  quarter  of  section 
twenty-three  (23),  township  thirty  (30),  range  two  (2),  containing  one 
hundred  and  sixty  acres,  for  the  sum  of  twenty-three  thousand  one 
hundred  and  sixty  dollars. 

Also  the  following  real  estate,  situate  in  Morgan  county  and  state 
of  Indiana,  and  described  as  follows,  to  wit:  The  southwest  quarter  of 
the  southeast  quarter  and  the  southwest  quarter  of  the  southwest  quarter 
of  section  twenty-eight  (28),  township  twelve  (12),  range  one  (1),  con¬ 
taining  eighty  acres.  And  the  west  half  of  the  northwest  quarter  of 

section  twenty-seven  (27),  township  twelve  (12),  range  one  (1),  con¬ 
taining  eighty  acres,  and  the  north  half  of  the  northwest  quarter  of 

section  ten  (10),  west  half  of  northwest  quarter  of  section  ten  (10),  town 

twelve  (12),  range  one  (1),  containing  one  hundred  and  sixty  acres,  and 
the  southwest  quarter  of  the  southwest  quarter  of  section  two  (2),  and 
the  southeast  quarter  of  the  southeast  quarter  of  section  three  (3),  town¬ 
ship  twelve  (12),  range  one  (1),  containing  eighty  acres.  And  the  west 
half  of  the  southwest  quarter  of  section  twenty  (20),  and  the  west  half 
of  the  northwest  quarter  of  section  twenty-nine  (29),  township  twelve 
(12),  range  one  (1),  containing  one  hundred  and  sixty  acres,  and  the 
northeast  quarter  of  the  southeast  quarter  of  section  twenty  (20),  and 
the  northwest  quarter  of  the  northeast  quarter  of  section  twenty-nine 
(29),  township  twelve  (12),  range  one  (1),  containing  eighty  acres,  for 
the  sum  of  four  thousand  seven  hundred  and  twenty  dollars. 

Also  the  following  real  estate,  situate  in  Monroe  county  and  state  of 
Indiana,  and  described  as  follows,  to  wit:  The  east  half  of  the  southeast 
quarter  of  section  one  (1),  and  the  north  half  of  the  section  two  (2),  in 
township  ten  (10),  range  one  (1),  containing  one  hundred  and  sixty 
acres,  and  the  south  half  of  the  southwest  quarter  of  section  four  (4), 
township  ten  (10),  range  one  (1),  containing  one  hundred  and  sixty  acres, 
and  the  southwest  quarter  of  the  southeast  quarter  and  the  southeast 
quarter  of  the  southwest  quarter  of  section  twenty-eight  (28),  township 
twelve  (12),  range  one  (1),  containing  eighty  acres,  and  the  west  half 
of  the  northwest  quarter  of  section  twenty-seven  (27),  township  twelve 
(12),  range  one  (1),  containing  eighty  acres,  and  the  north  half  of  the 
northwest  quarter  of  section  ten  (10)  and  the  west  half  of  the  northwest 
quarter  of  section  eleven  (11),  township  twelve  (12),  range  one  (1),  con- 


CORPORATE  HISTORY. 


481 


taining  one  hundred  and  sixty  acres,  and  southwest  quarter  of  the  south¬ 
west  quarter  of  section  two  (2),  and  the  southeast  quarter  of  the  south¬ 
east  quarter  of  section  three  (3),  township  twelve  (12),  range  one  (1), 
containing  eighty  acres,  and  the  west  half  of  the  southwest  quarter  of 
section  twenty  (20),  and  the  west  half  of  the  northwest  quarter  of  section 
twenty-nine  (29),  township  twelve  (12),  range  one  (1),  containing  one 
hundred  and  sixty  acres,  and  the  northeast  quarter  of  the  southeast 
quarter  of  section  twenty  (20),  and  the  northwest  quarter  of  the  north¬ 
east  quarter  of  section  twenty-nine  (29),  township  twelve  (12),  range  one 
(1),  containing  eighty  acres,  and  the  southwest  quarter  of  the  northwest 
quarter  and  the  northwest  quarter  of  the  southwest  quarter  of  section 
eight  (8),  township  ten  (10),  range  one  (1),  containing  eighty  acres. 

To  have  and  to  hold  the  above  and  foregoing  described  lands,  tene¬ 
ments  and  hereditaments,  rights,  moneys,  effects  and  privileges  to  the 
said  party  of  the  second  part  forever. 

In  witness  whereof,  the  name  of  the  said  Marion  and  Logansport 
Railroad  Company,  party  of  the  first  part,  is  hereto  subscribed  by  the 
vice-president  thereof,  and  the  corporate  seal  of  said  company  affixed  at 
Marion,  and  these  presents  attested  by  the  secretary  of  said  company, 
this  1st  day  of  December,  1854. 

Marion  and  Logansport  Railroad  Company, 

By  ISAAC  VANDEVANTER,  President. 

Attest: 

G.  R.  McKINNEY,  Secretary. 

Acknowledged  before  James  F.  McDowell,  notary  public,  Grant  county, 
Ind.,  December  1,  1854. 

Recorded,  Grant  county,  Indiana,  December  16,  1854. 


LOGANSPORT  AND  PACIFIC  RAILROAD  COMPANY.1 

ARTICLES  OF  ASSOCIATION. 

Be  it  known  that  the  undersigned,  whose  respective  places  of  residence 
are  set  down  in  the  margin,  for  the  purpose  of  organizing  a  company  for 
the  construction,  owning  and  maintaining  of  a  contemplated  railroad, 
hereinafter  named,  in  pursuance  of  an  act  of  the  legislature  of  the  state 
of  Indiana,  entitled  an  act  to  provide  for  the  incorporation  of  railroad 
companies,  approved  May  11,  1852,  do  hereby,  each  for  himself,  subscribe 
for  the  number  of  shares  in  the  capital  stock  of  said  contemplated  railroad 
company  set  opposite  our  respective  names,  such  subscription  payable 
as  the  board  of  directors  of  said  company  when  elected  or  their  suc¬ 
cessors  may  from  time  to  time,  or  at  any  time,  order  and  require.  And 
we  do  hereby  subscribe  and  agree  to  the  following  articles  of  association, 
to  wit: 


1  See  page  56 


31 


482  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Article  First.  The  name  and  style  of  the  corporation  shall  be  the 
Logansport  and  Pacific  Railroad  Company. 

Art.  Second.  The  capital  stock  of  the  company  shall  be  one  million 
of  dollars,  to  consist  of  twenty  thousand  shares  of  fifty  dollars  each. 

Art.  Third.  The  eastern  terminus  of  said  road  shall  be  Logansport,  in 
the  state  of  Indiana;  thence  running  through  the  counties  of  Cass  and 
White  to  Monticello;  thence  through  White  and  Jasper  counties,  or  as 
many  of  them  as  may  be  necessary,  all  in  the  state  of  Indiana,  on  the 
most  eligible  route  and  terminating  on  the  west  line  of  the  state  of  In¬ 
diana,  in  the  general  direction  of  Middleport,  in  the  state  of  Illinois. 

Art.  Fourth.  The  length  of  said  road  is  stated,  as  near  as  may  be, 
at  sixty-two  miles. 

Art.  Fifth.  The  number  of  directors  to  manage  the  affairs  of  the  com¬ 
pany  shall  be  seven,  and  we  hereby  declare  the  following  are  the  names 
of  the  directors  elected  by  us  from  our  own  number  to  constitute  the  first 
board  of  directors  of  said  company,  to  wit:  William  Chase,  David  M. 
Dunn,  Isaac  Reynolds,  Rowland  Hughes,  James  Brooks,  Jacob  Merkle 
and  Benjamin  Reynolds. 

In  witness  whereof,  we  have  hereunto  set  our  names  as  parties  to  the 
above  articles  and  subscribe  to  the  capital  stock  as  aforesaid,  this  18th 
day  of  February,  1853. 

Signed  by  142  subscribers  to  $51,600  capital  stock. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana,  May  15,  1853. 


LOGANSPORT  AND  PACIFIC  RAILWAY  COMPANY.1 

Resolution  of  the  Board  of  Directors  of  the  Logansport  and 
Pacific  Railroad  Company,  Changing  the  Name  of  the  Com¬ 
pany  to  Logansport  and  Pacific  Railway  Company. 

Adopted  May  12,  1853. 

Resolved,  That  the  name  of  this  company  be  changed  from  the  “  Lo¬ 
gansport  and  Pacific  Railroad  Company  ”  to  the  name  of  the  “  Logans¬ 
port  and  Pacific  Railway  Company,”  and  this  order  is  directed  to  be 
entered  of  record,  and  notice  thereof  given  in  pursuance  of  the  statute 
in  such  case  made  and  provided. 

I,  R.  Brearley,  secretary  of  said  company,  certify  the  foregoing  to  be 
a  true  copy  from  the  record  of  said  company,  and  that  duly  certified 
copies  have  been  filed  in  the  recorder’s  offices  of  the  several  counties 
through  which  said  railway  is  located,  and  due  notice  thereof  given  by 
publication  in  the  several  newspapers,  as  required  by  said  resolution. 

Witness  my  signature  this  24th  day  of  May,  A.  D.  1853. 

R.  BREARLEY,  Secretary. 


1  See  page  57. 


CORPORATE  HISTORY. 


483 


MORTGAGE. 

Logansport  and  Pacific  Railway  Company  to  George  Washington 
Riggs,  Jr.,  George  Alfred  Hamilton  and  George  Carlisle, 
Trustees. 

Dated  May  11,  1853. 

Securing  £200,000  bonds,  dated  May  11,  1853,  payable  June  1,  1883,  bear¬ 
ing  6  per  cent,  interest. 

This  indenture  made,  the  eleventh  day  of  May,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  fifty-three,  between  the  Logansport  and 
Pacific  Railway  Company,  of  the  first  part,  and  George  Washington 
Riggs.  Jr.  and  George  Alfred  Hamilton,  of  the  city  of  New  York,  and 
George  Carlisle,  of  the  city  of  Cincinnati,  of  the  second  part,  witnesseth: 

That  whereas,  The  Logansport  and  Pacific  Railway  Company,  pursuant 
to  the  terms  of  an  act  passed  by  the  General  Assembly  of  the  state  of 
Indiana,  in  the  United  States  of  America,  entitled  an  act  to  provide  for 
the  incorporation  of  railroad  companies,  approved  May  the  seventh, 
eighteen  hundred  and  fifty-two,  and  the  amendment  thereto,  authorizing 
them  to  incorporate  themselves  as  a  railway  company,  are  engaged  in 
constructing  a  railway  from  the  state  of  Illinois,  at  the  eastern  termina¬ 
tion  of  the  Peoria  and  Oquawka  Railroad,  by  the  way  of  the  town  of 
Monticello,  Indiana,  through  the  counties  of  Jasper,  White  and  Cass  to 
the  city  of  Logansport  in  said  state,  and  for  the  purpose  of  constructing 
the  same,  and  its  necessary  appendages  and  equipping  it  with  the  neces¬ 
sary  machinery,  have  resolved  to  raise  money  by  loan,  to  an  amount  not 
exceeding  two  hundred  thousand  pounds  sterling,  and  for  that  purpose 
have  made  and  executed  three  hundred  bonds  of  the  denomination  of 
two  hundred  and  twenty-five  pounds  sterling  each,  numbered  from  one 
to  three  hundred  inclusive;  also  two  hundred  and  sixty-five  bonds  of  the 
denomination  of  five  hundred  pounds  sterling  each,  numbered  from 
three  hundred  and  one  to  five  hundred  and  sixty-five,  both  inclusive, 
amounting  in  the  aggregate  to  the  sum  of  two  hundred  thousand  pounds 
sterling;  which  said  bonds  bear  even  date  herewith  and  are  made  payable 
to  Elisha  Riggs,  George  Washington  Riggs,  Jr.,  and  George  Alfred 
Hamilton,  or  bearer,  at  the  banking  house  of  in 

the  city  of  London,  on  the  first  day  of  June,  eighteen  hundred  and 
eighty-three,  and  bearing  interest  from  the  first  day  of  June,  eighteen 
hundred  and  fifty-three,  at  the  rate  of  six  per  cent,  per  annum,  payable 
semi-annually  on  the  first  day  of  December  and  June  in  each  year,  at 
the  same  place,  according  to  interest  warrants  attached  to  each  of  said 
bonds,  and  are  to  be  on  an  equality  so  far  as  regards  security  for  the 
payment  thereof  by  these  presents.  Each  of  said  bonds  also  provides 
that  the  said  company  shall  issue  and  deliver  to  the  holder  thereof,  and 
in  exchange  therefor,  at  any  time  after  five  years  and  within  twenty  years 
from  the  date  thereof,  on  delivery  of  said  bonds  to  said  company,  with 
the  unpaid  interest  warrants  attached,  a  dollar  bond  for  the  same  amount, 
estimating  the  same  at  the  rate  of  four  dollars  and  eighty  cents  to  the 
pound  sterling,  payable  on  the  first  day  of  June,  eighteen  hundred  and 
eighty-three,  in  the  city  of  New  York,  with  interest  at  the  rate  of  seven 


484  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


per  cent,  per  annum,  payable  half-yearly  at  the  same  place.  The  said 
company  hereby  specially  reserving  the  right  at  any  time  hereafter  to 
execute  and  issue  under  the  provisions  of  this  mortgage,  if  desired  by 
said  company,  an  additional  number  of  bonds,  not  exceeding  in  their 
aggregate  amount  the  sum  of  fifty  thousand  pounds  sterling,  and  which 
when  issued  are  hereby  placed  on  an  equality  with  the  said  bonds  here¬ 
inafter  described. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  the  Logans- 
port  and  Pacific  Railway  Company,  in  order  to  secure  the  payment  of 
said  several  bonds  hereinafter  described,  amounting  in  the  aggregate  to 
the  sum  of  two  hundred  thousand  pounds  sterling,  and  any  bonds  that 
may  hereafter  be  issued  in  exchange  therefor  as  aforesaid,  as  well  as  any 
additional  bonds  that  may  hereafter  be  issued  by  said  company  under  the 
provisions  of  this  mortgage,  either  in  pounds  sterling  or  dollars,  not  ex¬ 
ceeding  in  their  aggregate  amount  the  said  sum  of  fifty  thousand  pounds 
sterling,  and  any  and  all  interest  on  said  several  descriptions  of  bonds,  and 
in  consideration  of  the  sum  of  one  pound  sterling,  paid  on  the  sealing  and 
delivering  hereof  by  the  said  George  Washington  Riggs,  Jr.,  George 
Alfred  Hamilton  and  George  Carlisle,  the  receipt  whereof  is  hereby 
acknowledged,  have  granted,  bargained,  sold,  transferred  and  conveyed, 
and  by  these  presents  do  grant,  bargain,  sell,  transfer  and  convey  to  the 
said  George  Washington  Riggs,  Jr.,  George  Alfred  Hamilton  and  George 
Carlisle,  and  to  the  survivor  of  them  and  their  successors  forever,  all  the 
present  and  in  future  to  be  acquired  property  of  the  said  the  Logansport 
and  Pacific  Railway  Company,  that  is  to  say,  their  said  railroad  from 
Logansport  to  the  state  line  of  the  state  of  Illinois,  including  the  right 
of  way  thereof,  and  the  lands  occupied  thereby  from  Logansport  to  the 
state  line  as  aforesaid,  with  the  superstructure  and  all  rails  or  other 
materials  used  therein  or  procured  therefor,  and  all  machinery,  bridges, 
viaducts,  culverts,  fences,  depots  and  station  grounds  and  buildings 
erected  thereon,  and  all  rights  therein,  tolls  and  income,  and  any  rights 
thereto  or  interest  therein,  together  with  the  tolls  or  income  to  be  had 
or  levied  therefrom,  and  all  the  franchises,  rights  and  privileges  of  the 
said  the  Logansport  and  Pacific  Railway  Company  of,  in,  to  or  concern¬ 
ing  the  same.  To  have  and  to  hold  the  said  premises  and  every  part 
thereof,  with  all  the  appurtenances  unto  the  said  George  Washington 
Riggs,  Jr.,  George  Alfred  Hamilton  and  George  Carlisle,  and  the  sur¬ 
vivor  of  them  and  their  successors  forever,  upon  the  following  trusts, 
that  is  to  say,  that  in  case  the  said  the  Logansport  and  Pacific  Railway 
Company  shall  fail  to  pay  the  principal  or  any  part  thereof,  or  any  of 
the  interest  on  said  bonds,  issued  or  which  may  hereafter  be  issued, 
under  this  mortgage,  as  aforesaid,  at  any  time  when  the  same  may  be¬ 
come  due  and  payable  when  demanded  according  to  the  tenor  thereof, 
then,  after  sixty  days  from  such  default,  upon  the  request  of  the  holder 
of  any  of  said  bonds,  the  said  George  Washington  Riggs,  Jr.,  George 
Alfred  Hamilton  and  George  Carlisle,  or  the  survivor  of  them  or  their 
successors,  may  enter  into  and  take  possession  of  all  or  any  part  of  the 
said  premises  and  property,  and  as  such  trustees  or  trustee,  or  as  attorneys 
or  attorney  in  fact  of  said  company,  by  themselves  or  himself  or  agents  or 


CORPORATE  HISTORY. 


485 


substitutes  duly  constituted,  have,  use  and  employ  the  same,  nuking 
from  time  to  time  all  needful  repairs,  alterations  and  additions  thereto, 
and  after  deducting  the  expenses  of  such  use,  repairs,  alterations  and 
additions  thereto,  apply  the  proceeds  thereof  to  the  payment  of  the 
principal  and  interest  of  all  said  bonds  remaining  unpaid,  or  the  said 
George  Washington  Riggs,  Jr.,  George  Alfred  Hamilton  and  George 
Carlisle,  and  the  survivor  of  them  and  their  successors,  at  their  discre¬ 
tion,  may,  or,  on  the  written  request  of  the  holders  of  at  least  one- 
half  of  the  bonds  then  unpaid,  shall  cause  the  said  premises,  or  so  much 
thereof  as  shall  be  necessary  to  pay  and  discharge  the  principal  and 
interest  of  all  such  of  said  bonds  as  may  then  be  unpaid  as  aforesaid  to 
be  sold  at  public  auction  in  the  city  of  Logansport,  giving  at  least 
forty  days'  notice  of  the  time,  place  and  terms  of  such  sale  and  of  the 
specific  property  to  be  sold  by  publishing  the  same  in  at  least  one  news¬ 
paper  of  general  circulation  in  each  of  the  cities  of  Boston,  New  York, 
Philadelphia,  Cincinnati,  Logansport  and  Peoria,  and  wherever  else 
required  by  law,  and  execute  to  the  purchaser  or  purchasers  thereof  a 
good  and  sufficient  deed  of  conveyance  in  fee  simple  for  the  same;  which 
shall  be  a  bar  against  the  said  the  Logansport  and  Pacific  Railway 
Company,  their  successors  and  assigns,  and  all  persons  claiming  under 
them,  of  all  right,  interest  and  claim  in  or  to  said  premises  or  any  part 
thereof.  And  the  said  George  Washington  Riggs,  Jr.,  George  Alfred 
Hamilton  and  George  Carlisle  and  the  survivor  of  them  and  their  suc¬ 
cessors  shall,  after  deducting  from  the  proceeds  of  said  sale  the  costs 
and  expenses  of  managing  such  property  and  of  such  sale,  apply  so  much 
of  the  proceeds  as  may  be  necessary  to  the  satisfaction  and  payment  of 
said  principal  and  interest  due  or  unpaid  on  said  bonds,  and  shall  re¬ 
store  the  residue  thereof  to  the  said  Logansport  and  Pacific  Railway 
Company,  their  successors  and  assigns;  it  being  hereby  expressly  under¬ 
stood  that  in  no  case  shall  any  claim  or  advantage  be  taken  of  any  valua¬ 
tion,  appraisement  or  extension  laws  by  the  said  the  Logansport  and 
Pacific  Railway  Company,  their  successors  or  assigns;  nor  shall  any 
injunction  or  stay  of  proceedings  or  any  process  be  applied  for  or  ob¬ 
tained  by  them  to  prevent  such  entry  or  sale  as  aforesaid;  and  the  said 
the  Logansport  and  Pacific  Railway  Company  hereby  further  covenant 
as  aforesaid,  that  all  money  borrowed  for  the  purposes  aforesaid, 
upon  the  security  of  any  of  the  said  bonds,  shall  be  faithfully 
applied  with  due  diligence  in  the  construction  of  said  road  and  its 
appendages  and  in  the  equipment  thereof;  and  it  is  hereby  mutually 
agreed,  and  these  presents  are  upon  this  express  condition,  that  on  the 
payment  of  the  principal  and  interest  of  said  bonds  the  estate  hereby 
granted  shall  be  void,  and  the  right  to  the  premises  hereby  conveyed 
shall  revert  and  revest  in  the  said  the  Logansport  and  Pacific  Railway 
Company,  their  successors  and  assigns,  without  any  acknowledgment 
of  satisfaction,  reconveyance,  re-entry  or  other  act;  and  it  is  further 
agreed,  that  the  said  George  Washington  Riggs,  Jr.,  George  Alfred  Ham¬ 
ilton  and  George  Carlisle,  and  the  survivor  of  them  and  their  successors, 
shall  only  be  accountable  for  reasonable  diligence  in  the  management 
thereof,  in  case  they  or  any  of  them  should  be  required  by  reason  of 


486  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  non-payment  of  said  bonds  or  the  interest  thereon,  to  take  possession 
of  the  road  and  premises  for  the  benefit  of  the  holders  of  said  bonds,  and 
shall  not  be  responsible  for  the  acts  of  any  agents  employed  by  them 
or  either  of  them,  when  such  agent  is  selected  with  reasonable  discretion; 
and  that  they  and  each  of  them  shall  receive  and  be  entitled  to  receive 
proper  compensation  for  every  labor  and  service  performed  in  the  dis¬ 
charge  of  the  trust  aforesaid,  in  case  they  or  either  of  them  shall  be 
compelled  to  take  possession  of  said  premises  or  any  part  thereof  or 
manage  the  same.  And  it  is  further  agreed,  that  in  the  case  of  the  death, 
mental  incapacity  or  resignation  of  the  said  George  Washington  Riggs, 
Jr.,  George  Alfred  Hamilton  and  George  Carlisle  and  the  survivor  of 
them,  the  said  the  Logansport  and  Pacific  Railway  Company  may,  on 
notice  of  sixty  days,  by  advertisement  in  some  newspaper  of  general  cir¬ 
culation  in  London  and  New  York  to  the  holders  of  said  bonds  (or  in 
default  of  the  said  company  to  take  such  proceedings),  then  the  holders 
of  a  majority  of  said  bonds  may,  on  ten  days’  notice  to  said  company, 
apply  to  any  court  of  chancery  in  Jasper,  White  or  Cass  counties  in  the 
state  of  Indiana,  to  appoint  one  or  more  trustee  or  trustees  to  supply 
their  places,  and  thereupon  such  new  trustee  or  trustees  shall  become 
vested,  for  the  purposes  aforesaid,  with  all  the  rights  and  interests  hereby 
conveyed  to  or  vested  in  the  said  trustees  hereinbefore  named,  without 
any  further  assurance  or  conveyance  for  the  same.  This  mortgage  be¬ 
ing  the  first  mortgage  and  only  lien  upon  said  road. 

In  witness  whereof,  the  said  company  have  caused  their  corporate  seal 
to  be  hereunto  affixed,  and  these  presents  to  be  signed  by  their  president, 
and  attested  by  their  secretary,  the  eleventh  day  of  May,  A.  D.  eighteen 
hundred  and  fifty-three,  at  their  office  in  Monticello. 

WILLIAM  CHASE, 
President  of  the  Logansport  and  Pacific  Railway  Company. 

Attest: 

RANDOLPH  BREARLEY,  Secretary. 

Signed,  sealed  and  delivered  in  presence  of 

T.  H.  WILSON, 

ELIHU  S.  RICE. 

Acknowledged  before  Charles  B.  Lasselle,  notary  public,  Cass  county, 
Ind.,  May  11,  1853. 

Recorded,  May  17,  1853,  Cass  county,  Indiana. 

RELEASE  OF  MORTGAGE. 

We,  the  undersigned,  two  of  the  trustees  in  the  within  mortgage  or 
deed  of  trust,  hereby  certify  that  William  Chase,  president  of  the  within 
named  Logansport  and  Pacific  Railway  Company,  has  this  day  produced 
and  surrendered  to  us  all  of  the  within  named  and  described  bonds 
issued  by  said  company  and  secured  by  the  within  mortgage,  being 
three  hundred  bonds,  numbered  from  one  to  three  hundred,  both  in¬ 
clusive,  for  two  hundred  and  twenty-five  pounds  sterling  each;  also  two 
hundred  and  sixty-five  bonds,  from  three  hundred  and  one  to  five  hundred 
and  sixty-five,  and  of  the  denomination  and  amount  of  five  pounds  sterling 


1 


CORPORATE  HISTORY.  487 

each,  and  all  of  said  bonds  amounting  in  the  aggregate  to  the  sum  of 
two  hundred  thousand  pounds  sterling;  none  of  which  said  bonds  having 
been  sold  or  in  any  manner  disposed  of  by  said  company,  have  this  day 
all  been  cancelled  and  destroyed;  we  therefore  hereby  satisfy  and  dis¬ 
charge,  cancel  and  surrender  up  the  said  mortgage  to  said  company,  this 
15th  day  of  February,  1854. 

G.  W.  RIGGS, 

G.  A.  HAMILTON. 

Acknowledged  before  Daniel  Saixas,  commissioner  for  state  of  Indiana 
in  New  York,  February  15,  1854. 

Recorded  July  9,  1855,  Cass  county,  Ind. 

LOGANSPORT,  PEORIA  AND  BURLINGTON  RAIL¬ 
WAY  COMPANY.1 

Resolution  of  the  Board  of  Directors  of  the  Logansport  and 
Pacific  Railway  Company,  Changing  the  Name  of  the  Com¬ 
pany  to  the  Logansport,  Peoria  and  Burlington  Railway 
Company. 

Adopted  September  12,  1854. 

Resolved,  That  the  name  of  this  company  be  changed  from  “  Logansport 
and  Pacific  Railway  Company  ”  to  “  Logansport,  Peoria  and  Burlington 
Railway  Company,”  and  that  the  secretary  take  the  necessary  steps  to 
carry  the  same  into  legal  effect. 

MORTGAGE. 

Logansport,  Peoria  and  Burlington  Railway  Company  to  Andrew 

V.  Stout,  Trustee. 

Dated  July  1,  1855. 

Securing  $750,000  bonds,  dated  July  1,  1855,  payable  July  1,  1875,  bearing 

7  per  cent,  interest. 

This  indenture,  made  this  first  day  of  July,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  fifty-five,  between  the  Logansport, 
Peoria  and  Burlington  Railway  Company,  a  corporation  duly  organized 
in  pursuance  of  an  act  passed  by  the  General  Assembly  of  the  state  of 
Indiana,  and  approved  the  eleventh  day  of  May,  one  thousand  eight 
hundred  and  fifty-two,  and  the  amendments  thereto,  entitled  “  an  act  to 
provide  for  the  incorporation  of  railroad  companies,”  party  of  the  first 
part,  and  Andrew  V.  Stout,  of  the  city  of  Brooklyn  and  state  of  New 
York,  party  of  the  second  part,  witnesseth: 

Whereas,  The  said  Logansport,  Peoria  and  Burlington  Railway,  for 
the  purpose  of  facilitating  the  construction  of  said  railway  from  Logans¬ 
port,  in  the  state  of  Indiana,  to  the  west  line  of  the  said  state  of  Indiana, 
at  a  point  where  the  Peoria  and  Oquawka  Railroad  terminates,  have 


1  See  page  58. 


488  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

resolved  to  borrow  money  on  the  credit  of  the  said  company  to  an 
amount  not  to  exceed  seven  hundred  and  fifty  thousand  dollars,  to  be 
applied  to  the  purchase  of  or  in  payment  for  materials,  superstructure 
and  equipments  of  said  railway  and  the  construction  thereof,  and  to> 
execute  their  bonds  therefor  in  sums  of  one  thousand  dollars  each,  bear¬ 
ing  even  date  with  these  presents,  payable  on  the  first  day  of  July,  one 
thousand  eight  hundred  and  seventy-five,  bearing  interest  at  the  rate 
of  seven  per  centum  per  annum,  payable  on  the  first  day  of  each  July  and 
January,  until  the  principal  thereof  shall  be  paid,  at  the  banking  house 
of  the  Shoe  and  Leather  Bank  in  the  city  of  New  York;  said  bonds 
being  designated  as  bonds  of  the  said  railway  company  and  numbered 
consecutively  from  number  one  (1)  to  number  seven  hundred  and  fifty 
(750),  all  to  stand  equally  secured  by  these  presents  according  to  their 
amounts,  notwithstanding  the  same  may  be  issued  at  different  times; 
each  of  said  bonds  being  authenticated  by  a  certificate  signed  by  said 
party  of  the  second  part  and  containing  a  clause  permitting  the  holder 
thereof  to  exchange  the  same  at  par  for  shares  of  the  capital  stock  of  said 
railroad  company,  at  the  par  value  of  the  same,  at  any  time  prior  to  the 
first  day  of  July,  one  thousand  eight  hundred  and  seventy. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  Logansport, 
Peoria  and  Burlington  Railway  Company,  in  order  to  secure  the  pay¬ 
ment  of  said  bonds  and  interest,  and  in  consideration  of  the  sum  of  one 
dollar  to  them  in  hand  paid  by  the  said  party  of  the  second  part  at 
the  sealing  and  delivery  hereof,  the  receipt  whereof  is  hereby  acknowl¬ 
edged,  have  granted,  bargained,  sold,  transferred  and  conveyed,  and  by 
these  presents  do  grant,  bargain,  sell,  transfer  and  convey  to  the  said 
party  of  the  second  part,  his  successors  in  the  trust  hereby  created  and 
assigns,  all  the  following  present  and  in  future  to  be  acquired  property 
of  the  said  company,  that  is  to  say:  the  railway  of  said  company,  made 
or  to  be  hereafter  made,  from  Logansport,  in  the  state  of  Indiana,  to 
the  west  line  of  said  state  of  Indiana,  at  a  point  where  the  Peoria  and 
Oquawka  Railroad  terminates,  including  the  right  of  way  and  the  land 
acquired  and  occupied,  and  to  be  acquired  and  occupied  thereby,  to¬ 
gether  with  the  superstructure  and  tracks  thereon,  and  all  rails  and  other 
materials  used  therein  or  procured  therefor,  including  the  rails  and  ma¬ 
terials  purchased  or  to  be  purchased  for  the  construction  of  said  railway 
or  paid  for  by  the  above  described  bonds  or  the  money  obtained  therefor; 
also  all  bridges,  viaducts,  culverts,  fences,  depot  grounds  and  buildings 
now  or  hereafter  to  be  erected  thereon;  all  engines,  tenders,  cars,  tools, 
materials,  machinery,  contracts  and  all  other  personal  property  of  said 
company  connected  with  or  appertaining  to  the  aforesaid  railway,  and  all 
right  thereto  or  interest  therein,  together  with  all  the  tolls,  rents  or 
income  to  be  had  or  levied  therefrom,  and  all  the  franchises,  rights  and 
privileges  of  the  said  company  in  and  to  or  concerning  the  same,  in¬ 
cluding  the  subscription  to  the  capital  stock  thereof,  but  nothing  herein 
contained  shall  be  construed  to  prevent  the  said  company  from  selling, 
hypothecating  or  otherwise  disposing  of  any  bonds  or  securities  received 
in  payment  of  stock  or  otherwise,  or  of  any  lands  or  other  property  of 
the  company  not  necessary  to  be  retained  for  their  aforesaid  roadway. 


CORPORATE  HISTORY. 


489 


depot  grounds  or  stations,  nor  required  for  the  construction  or  con¬ 
venient  use  of  their  railway,  nor  from  collecting  moneys  due  the  company 
on  stock  subscriptions  or  otherwise,  provided  they  shall  diligently  pro¬ 
ceed  to  collect  and  faithfully  apply  all  such  means  to  the  construction 
and  equipment  of  their  said  railway  hereby  conveyed  and  provided;  also 
that  no  default  shall  have  been  made  in  the  payment  of  the  interest  or 
principal  of  any  of  the  bonds  intended  to  be  secured  hereby;  and  pro¬ 
vided  farther,  that  the  party  of  the  first  part  shall  not  fail,  neglect  or 
refuse  to  set  apart,  appropriate  and  deposit  with  the  said  trustee  or  his 
successor  the  said  several  sums  of  money,  or  any  or  either  of  them, 
for  the  purposes  of  a  sinking  fund  at  the  times  and  in  the  manner  here¬ 
inafter  particularly  set  forth  and  provided. 

And  the  said  party  of  the  first  part  hereby  further  covenants  and  agrees 
to  and  with  the  said  party  of  the  second  part,  his  successor  or  successors, 
in  the  trust  hereby  created,  that  for  the  further  security  of  the  said  mort¬ 
gage  bonds  to  be  issued  by  virtue  of  this  mortgage,  they  will  annually, 
on  or  before  the  first  day  of  December  in  each  year  hereafter,  beginning 
with  the  first  day  of  December,  one  thousand  eight  hundred  and  sixty, 
until  the  principal  of  said  bond  is  fully  paid,  set  apart  and  appropriate 
from  the  earnings  of  the  said  road  for  the  preceding  twelve  (12)  months 
and  deposit  with  the  aforesaid  trustee,  party  of  the  second  part,  or  his 
successors  in  the  trust,  who  is  hereby  made,  constituted  and  appointed 
the  further  trustee  or  receiver  of  the  first  parties  hereto,  and  of  all  the 
holders  of  the  mortgage  bonds  to  be  issued  by  virtue  of  this  mortgage 
as  aforesaid,  for  the  purposes  hereinafter  mentioned,  the  just  and  full 
sum  of  two  per  cent,  per  annum  on  all  outstanding  unconverted  bonds, 
secured  by  this  mortgage;  the  first  setting  apart  and  appropriation  of 
said  sinking  fund  to  be  made  and  deposited  on  the  first  day  of  December, 
Anno  Domini  one  thousand  eight  hundred  and  sixty,  and  the  said  sink¬ 
ing  fund  or  said  several  sums  of  money  thus  set  apart  and  appropriated, 
with  all  accumulations  of  interest,  shall,  as  soon  as  practicable  there¬ 
after,  be  laid  out  and  invested  by  the  said  trustee  or  his  successor  in 
the  purchase  of  the  mortgage  bonds  to  be  issued  under  this  mortgage 
whenever  any  or  either  of  the  said  mortgage  bonds  can  be  purchased  at 
or  under  par  and  the  accrued  interest  on  the  same  at  the  date  of  the  pur¬ 
chase.  In  case  the  securities  of  the  said  company  before  specified  can¬ 
not  be  procured  or  purchased  at  the  terms  aforesaid,  then  and  in  that 
case  the  said  trustee  or  his  successor  shall  from  time  to  time  invest  the 
said  funds  under  the  advice  and  direction  of  the  board  of  directors  of 
the  party  of  the  first  part,  in  said  bonds  or  in  such  securities  as  shall  be 
deemed  most  safe  and  profitable  for  the  party  of  the  first  part;  provided, 
however,  that  the  obligation  of  the  party  of  the  first  part  to  make  such 
annual  deposits  to  the  said  sinking  fund  as  aforesaid  shall  cease  and 
determine  as  soon  as  the  funds  and  securities  placed  in  the  hands  of  the 
said  trustee  or  his  successor  shall,  with  the  accumulation  of  interest 
thereon,  form  a  capital  sufficient  to  pay  and  discharge  at  the  maturity 
thereof  all  the  outstanding  unconverted  bonds  issued  hereunder.  The 
said  trustee  or  his  successor  shall  at  all  times  keep  a  proper  and  correct 
registry  and  account  of  the  said  several  securities  and  funds  to  be  held 


49°  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


by  them  as  aforesaid  and  belonging  to  the  said  sinking  fund  for  the 
inspection  and  examination  of  the  parties  hereto,  and  of  any  of  the 
stockholders  or  bondholders  of  the  road,  and  shall  annually  during  the 
continuance  of  the  said  trust  render  to  the  first  party  hereto  a  written 
statement  showing  the  true  state  and  condition  of  the  said  sinking  fund, 
and  when  any  of  the  aforesaid  securities  of  the  party  of  the  first  part 
shall  have  been  purchased  for  the  use  of  the  sinking  fund  the  same  shall, 
as  soon  as  purchased,  be  cut,  cancelled  and  retired  by  the  said  trustee 
or  his  successor,  and  shall  from  time  to  time  and  as  soon  as  conven¬ 
iently  may  be  after  such  purchase  be  returned  by  the  said  trustee  or  his 
successor  to  said  company,  to  be  by  them  duly  registered  and  destroyed 
in  the  presence  of  the  president,  treasurer  and  secretary  of  said  company, 
or  in  the  presence  of  a  committee  of  three  directors  of  said  company  and 
of  said  trustee,  and  proper  vouchers  shall  be  given  said  trustee  for  all 
such  cut  and  cancelled  bonds  so  returned  by  him  and  registered  and 
destroyed  in  his  presence  by  said  company.  There  shall  be  added  to 
said  sinking  fund,  however,  annually,  by  said  party  of  the  first  part  an 
amount  equal  to  the  annual  interest  on  all  of  said  company’s  bonds 
which  may  be  from  time  to  time  so  purchased,  cancelled  and  destroyed 
as  aforesaid.  The  said  trustee  or  his  successor  shall  apply  the  funds  and 
available  securities  in  his  hands  to  the  payment  and  redemption  of  the 
said  mortgage  bonds  issued  hereunder  at  their  maturity,  rendering  the 
overplus,  if  any,  to  the  party  of  the  first  part  or  their  assigns.  To  have 
and  to  hold  the  said  premises  and  every  part  thereof,  with  the  appur¬ 
tenances,  unto  the  said  party  of  the  second  part,  his  successors  in  said 
trust  and  assigns,  upon  the  following  trust,  that  is  to  say:  in  case  the 
said  Logansport,  Peoria  and  Burlington  Railway  Company  shall  fail  to 
pay  the  principal  or  any  of  the  interest  on  any  of  said  bonds  intended 
to  be  secured  hereby  at  any  time  when  the  same  may  become  due  and 
payable  according  to  the  tenor  thereof  when  demanded,  or  in  case  the 
party  of  the  first  part  shall  fail,  neglect  or  refuse  to  set  apart,  appropriate 
and  deposit  with  the  said  trustee  or  his  successor  the  said  several  sums 
of  money  or  any  or  either  of  them  for  the  purpose  of  a  sinking  fund  at 
the  time  and  in  the  manner  hereafter  particularly  set  forth  and  provided, 
or  in  case  the  principal  of  said  bonds  or  any  of  them  shall  not  be  paid 
at  their  maturity,  then,  after  sixty  days  after  such  default,  upon  the 
request  of  the  holder  of  any  of  such  bonds,  the  said  party  of  the  second 
part,  his  successors  in  said  trust  and  assigns,  may  enter  into  and  take 
possession  of  all  or  any  part  of  said  premises,  and  as  the  attorney  in  fact 
or  agent  of  said  company,  by  himself  or  agent  or  substitute  duly  con¬ 
stituted,  have,  use  and  employ  the  same,  making  from  time  to  time  all 
needful  repairs,  alterations  and  additions  thereto,  and  after  deducting 
the  expenses  of  such  use,  repairs,  alterations  and  additions,  apply  the 
proceeds  of  said  premises  to  the  payment  of  the  principal  and  interest 
of  all  said  bonds  remaining  unpaid,  outstanding  and  not  converted  nor 
purchased  for  the  sinking  fund,  or  the  said  party  of  the  second  part,  his 
successors  in  said  trust  and  assigns,  at  his  or  their  discretion,  may,  or 
on  the  written  request  of  the  holders  of  at  least  one-half  of  the  bonds 
then  unpaid,  unconverted,  outstanding  and  not  purchased  for  the  sink- 


CORPORATE  PIISTORY. 


49 1 


4 

ing  fund,  shall  cause  the  said  premises,  or  so  much  thereof  as  shall  be 
necessary  to  pay  and  discharge  the  principal  and  interest  of  all  such  of 
said  bonds  as  may  then  be  unpaid,  unconverted,  outstanding  and  not 
purchased  for  the  sinking  fund  as  aforesaid,  together  with  all  the  ex¬ 
penses  of  sale,  to  be  sold  at  public  auction  in  the  city  of  New  York, 
giving  at  least  forty  days’  notice  of  the  time,  place  and  terms  of  such 
sale  and  of  the  specific  property  to  be  sold  by  publishing  the  same  in 
three  newspapers  of  good  circulation  in  the  city  of  New  York,  and  one 
such  newspaper  in  Logansport,  and  wherever  else  the  law  may  require, 
and  execute  to  the  purchaser  or  purchasers  thereof  a  good  and  sufficient 
deed  or  deeds  of  conveyance  in  fee  simple  for  the  same,  which  shall  be 
a  bar  against  the  said  Logansport,  Peoria  and  Burlington  Railway  Com¬ 
pany,  party  of  the  first  part,  their  successors  and  assigns,  and  all  persons 
claiming  under  them,  of  all  right,  interest  or  claim  in  or  to  said  premises 
or  any  part  thereof,  and  said  trustee  shall,  after  deducting  from  the  pro¬ 
ceeds  of  said  sale  the  costs  and  expenses  thereof  and  of  managing  said 
property,  apply  so  much  as  may  be  necessary  to  the  payment  of  said 
principal  and  interest  due  or  unpaid  on  said  bonds  remaining  outstand¬ 
ing,  unconverted  and  not  purchased  for  the  sinking  fund,  and  shall  re¬ 
store  the  residue  thereof  to  said  company,  party  of  the  first  part.  It 
being  hereby  expressly  understood  that  in  no  case  shall  any  claim  or 
advantage  be  taken  of  any  valuation,  appraisement  or  extension  laws 
by  the  said  company,  nor  any  injunction  or  stay  of  proceedings  or  any 
process  be  obtained  or  applied  for  by  them  to  prevent  such  entry  or 
sale  as  aforesaid. 

It  is  hereby  expressly  understood  and  agreed  that  it  shall  be  lawful 
for  the  said  company  to  dispose  of  the  current  net  revenues  of  their  said 
railway  in  such  manner  as  they  shall  direct  until  default  shall  be  made 
in  the  payment  of  the  interest  or  principal  of  said  bonds  or  some  one 
of  them,  first  having  appropriated  and  deposited  with  the  said  trustee  or 
his  successor  the  said  several  sums  of  money  for  the  purpose  of  a  sink¬ 
ing  fund  at  the  times  and  in  the  manner  hereinbefore  particularly  set 
forth  and  provided. 

And  the  said  Logansport,  Peoria  and  Burlington  Railway  Company, 
for  themselves,  their  successors  and  assigns,  do  hereby  covenant,  for 
the  consideration  aforesaid,  to  execute  and  deliver  any  further  reason¬ 
able  and  necessary  conveyance  of  the  said  premises  or  any  part  thereof 
to  the  said  party  of  the  second  part,  his  successors  in  said  trust  and 
assigns,  for  more  fully  carrying  into  effect  the  objects  and  purposes  of 
these  presents,  and  of  making  them  embrace  at  law  said  railway  as 
the  same  may  be  constructed,  and  the  property  and  effects  so  expressed 
or  intended  to  be  mortgaged  and  to  be  hereafter  acquired. 

And  the  said  Logansport,  Peoria  and  Burlington  Railway  Company 
hereby  further  covenant  as  aforesaid  that  the  money  borrowed  for  the 
purposes  aforesaid,  upon  the  security  of  the  said  bonds,  shall  be  faith¬ 
fully  applied  to  the  purchase  and  transportation  of  iron  for  the  aforesaid 
railway  and  other  materials  necessary  for  its  construction  and  equip¬ 
ment,  and  that  said  iron  and  other  material  so  purchased  shall  be  trans¬ 
ported  and  used  with  due  diligence  in  the  construction  and  furnishing 
of  said  railway  and  equipment  thereof. 


492  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


And  it  is  hereby  mutually  agreed,  and  these  presents  are  upon  this 
express  condition,  that  on  the  payment  of  the  principal  and  interest  of 
said  h>onds,  or  the  conversion  thereof  into  stock  or  the  purchase  thereof 
for  the  sinking  fund  in  the  manner  aforesaid,  the  estate  hereby  granted 
to  the  said  party  of  the  second  part  shall  be  void,  and  the  right  to  the 
premises  hereby  conveyed  shall  revert  to  and  revest  in  said  company 
without  any  acknowledgment  of  satisfaction,  re-conveyance,  re-entry  or 
other  act. 

And  it  is  further  mutually  agreed  that  the  said  party  of  the  second  part, 
his  successors  in  said  trust  and  assigns,  shall  only  be  accountable  for 
reasonable  diligence  in  the  management  thereof  and  shall  not  be  respon¬ 
sible  for  the  acts  of  any  agent  employed  by  him  or  them  where  such 
agent  shall  be  selected  or  employed  with  reasonable  discretion,  and  that 
the  said  party  of  the  second  part,  his  successors  in  said  trust  and  assigns, 
shall  be  entitled  to  receive  proper  compensation  for  every  labor  and 
service  performed  by  him  or  them  in  the  discharge  of  his  or  their  trust. 

And  it  is  hereby  further  mutually  agreed  that  in  case  of  the  death, 
mental  incapacity  or  resignation  of  the  said  trustee  to  act  in  the  matter 
of  the  said  trust,  all  his  right,  estate,  interest,  power  and  control  in  the 
premises  shall  be  divested,  cease  and  determine,  and  the  said  company 
shall,  or  in  case  of  their  default,  to  take  proceedings  therefor  for  thirty 
days,  the  holders  of  a  majority  of  the  said  bonds  may  apply  to  any  court 
of  competent  jurisdiction  in  the  state  of  Indiana  to  appoint  a  new  trustee, 
residing  in  the  city  of  New  York,  to  supply  his  place,  and  thereupon 
such  new  trustee  shall  become  vested,  for  the  purposes  aforesaid,  with 
all  the  rights  and  interests  hereby  conveyed  to  or  vested  in  said  party 
of  the  second  part,  without  any  further  assurance  or  conveyance  for  the 
same;  but  if  the  same  shall  become  necessary,  both  or  either  of  the  par¬ 
ties  hereto  shall  execute  and  deliver  any  and  all  necessary  releases  or 
conveyances  for  that  purpose. 

In  witness  whereof,  the  said  Logansport,  Peoria  and  Burlington  Rail¬ 
way  Company  have  caused  their  corporate  seal  to  be  hereto  affixed,  and 
the  same  to  be  subscribed  by  their  president,  and  the  said  party  of  the 
second  part  has  hereunto  set  his  hand  and  seal  the  day  and  year  fi-st 
above  written. 

BEN.  GONZALES, 
President  of  the  L.  P.  &  B.  Railway. 

Attest: 

R.  BREARLEY,  Secretary. 

Sealed  and  delivered  in  presence  of 
R.  G.  NELLIS, 

J.  B.  NONES. 

The  words  “  times  each,”  on  the  second  page,  written  over  an  erasure, 
the  words  “  and  to  be  acquired  and  occupied,”  interlined  after  the  word 
“  occupied,”  in  the  19th  line  from  the  top  of  the  third  page,  the  word 
“  be  ”  on  the  fifth  page,  the  words  “  accumulation  of  interest  thereon  ”  on 
the  sixth  page,  and  the  words  “  one  such  newspaper,”  on  the  tenth  page 
written  over  erasures  before  execution. 


CORPORATE  HISTORY. 


493 


Acknowledged  by  Andrew  V.  Stout  before  Joseph  B.  Nones,  commis¬ 
sioner  for  state  of  Indiana  in  New  York,  August  16,  1855,  and  by  Benj. 
Gonzales  before  William  Chase,  notary  public,  Cass  county,  Ind.,  August 

28,  1855- 

Recorded,  Cass  county,  Ind.,  August  28,  1855,  Mortgage  Record  B, 
pages  548  to  556  inclusive. 


TOLEDO,  LOGANSPORT  AND  BURLINGTON  RAIL¬ 
ROAD  COMPANY.1 

Resolution  of  the  Board  of  Directors  of  the  Logansport,  Peoria 
and  Burlington  Railway  Company,  Changing  Name  to  Toledo, 
Logansport  and  Burlington  Railroad  Company 

Adopted  June  11,  1858. 

At  a  meeting  of  the  board  of  directors  of  the  Logansport,  Peoria  and 
Burlington  Railway  Company,  held  at  Logansport,  Ind.,  on  the  nth  day 
of  June,  1858,  the  following  resolution  was  adopted  by  the  board: 

“  Resolved,  That  the  corporate  name  of  this  company  be  and  the  same 
is  hereby  changed  from  the  Logansport,  Peoria  and  Burlington  Railway 
Company  to  the  Toledo,  Logansport  and  Burlington  Railroad  Com¬ 
pany,  and  the  secretary  is  hereby  directed  to  record  this  resolution  in 
the  offices  of  the  recorders  of  Cass,  White  and  Jasper  counties  in  the 
state  of  Indiana,  and  to  give  notice  of  the  change  of  name  made  by  this 
resolution  by  publishing  the  same  in  some  newspaper  of  general  circula¬ 
tion  in  this  state.” 

In  witness  whereof.  I  have  hereunto  set  my  hand  and  affixed  its  seal 
of  said  company  at  office  in  Monticello  this  16th  day  of  June,  1858. 

R.  BREARLEY,  Secretary. 


DECREE  OF  SALE 


Of  the  Toledo,  Logansport  and  Burlington  Railroad  by  the 
Circuit  Court  of  the  United  States  for  the  District  of  Indiana. 

9 

May  29,  1862. 


Morris  K.  Jesup  et  al. 
vs. 

The  Toledo,  Logansport  and  Burlington 
Railroad  Company. 


1 

}>  In  chancery. 


Come  now  the  complainants  by  their  solicitors  aforesaid  and  file  their 
amendment  to  their  original  bill,  and  the  defendants  by  their  counsel 
come  also,  and  withdraw  their  demurrer  to  the  bill  of  complaint  and 
file  their  answer  to  the  said  bill  of  the  said  complainants,  and  make  the 
same  a  cross  bill  as  well  against  the  said  complainants  as  also  against 
Frederick  Marquand,  Robert  Bayard,  Charles  L.  Frost,  Edward  Du 
Pasquier,  H.  G.  Stebbins,  E.  B.  Hart,  Alfred  Lockwood,  Henry  Hop¬ 
kins,  George  Pazson,  Edward  H.  Miller,  F.  A.  Rusch,  Benjamin  Nathan, 


1  See  page  58. 


494  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Legrand  Lockwood,  Alfred  S.  Waite,  A.  B.  Baylis,  and  Asa  G.  Trask, 
who,  with  the  said  complainants  are  made  defendants  thereto,  and  the 
said  parties  defendant  to  the  said  cross  bill,  by  their  counsel,  appear 
to  said  cross  bill  and  submit  themselves  to  the  jurisdiction  of  this  court 
and  file  their  answer,  and  the  said  complainants,  except  the  said  Thomas 
Williams,  Jr.,  now  file  as  evidence  in  this  cause  the  bonds  of  the  said 
Toledo,  Logansport  and  Burlington  Railroad  Company  held  by  them 
respectively,  the  execution  of  which  is  duly  proved.  And  this  cause 
is  now  set  down  for  hearing  upon  the  original  bill  and  exhibits,  the 
answer  and  cross  bill  and  exhibits,  the  answer  to  the  said  cross  bill  and 
the  bonds  filed  and  proved  as  aforesaid.  Whereupon  it  is  ordered, 
adjudged  and  decreed  that  there  is  now  due  and  owing  from  the  said 
Toledo,  Logansport  and  Burlington  Railroad  Company,  to  the  said  com¬ 
plainants,  Morris  K.  Jesup  and  John  S.  Kennedy,  for  interest  upon  fifty- 
five  of  the  bonds  of  the  said  Toledo,  Logansport  and  Burlington  Rail¬ 
road  Company,  secured  by  the  mortgage  in  the  said  bill  mentioned, 
which  bonds  are  numbered  seventy-five  to  number  eighty-nine,  both 
inclusive,  and  from  number  two  hundred  and  two  to  number  two  hun¬ 
dred  and  forty-one,  both  inclusive,  and  are  now  held  by  the  said  Morris 
K.  Jesup  and  John  S.  Kennedy,  the  sum  of  four  thousand  four  hundred 
and  eighty  dollars,  which,  together  with  the  principal  of  the  said  bonds 
so  held  by  them,  amounts  to  the  sum  of  thirty-one  thousand  nine  hundred 
and  eight  dollars,  to  which  sum,  with  interest  from  this  date,  the  said 
Morris  K.  Jesup  and  John  S.  Kennedy  are  entitled  in  full  or  pro  rata, 
as  the  case  may  be,  out  of  the  proceeds  of  the  sale  of  the  mortgaged 
premises. 

And  it  is  further  ordered,  adjudged  and  decreed,  that  there  is  now  due 
and  owing  from  the  said  Toledo,  Logansport  and  Burlington  Railroad 
Company  to  the  said  complainants,  A.  Morton  Ferris  and  Warren  Ferris, 
for  interest  upon  six  of  the  bonds  of  the  Toledo,  Logansport  and  Bur¬ 
lington  Railroad  Company,  secured  by  the  mortgage  in  the  same  bill 
mentioned,  which  bonds  are  numbered  from  number  two  hundred  and 
forty-two  to  number  two  hundred  and  forty-seven,  both  inclusive,  and 
are  now  held  by  the  said  A.  Morton  Ferris  and  Warren  Ferris  the  sum 
of  four  hundred  and  forty-six  dollars  and  eighty  cents,  which,  together 
with  the  principal  of  said  bonds  so  held  by  them,  amounts  to  the  sum 
of  three  thousand  four  hundred  and  forty-six  dollars  and  eight  cents, 
to  which  sum,  with  interest  from  this  date,  the  said  A.  Morton  Ferris 
and  Warren  Ferris  are  entitled  in  full  or  pro  rata,  as  the  case  may  be, 
out  of  the  proceeds  of  the  sale  of  the  mortgaged  premises. 

And  it  is  further  ordered,  adjudged  and  decreed  that  there  is  now  due 
and  owing  from  the  said  Toledo,  Logansport  and  Burlington  Railroad 
Company  to  the  said  complainants,  Louis  De  Coppet,  Edward  Weston 
and  Henry  Theodore  Dortic,  for  interest  upon  forty  of  the  bonds  of  the 
said  Toledo,  Logansport  and  Burlington  Railroad  Company,  secured 
by  the  said  mortgage  in  the  bill  mentioned,  which  bonds  are  numbered 
from  two  hundred  and  forty-eight  to  number  two  hundred  and  eighty- 
seven,  both  inclusive,  which  are  held  by  them,  the  sum  of  two  thousand 
nine  hundred  and  eighty-six  dollars  and  thirty-eight  cents,  which,  to- 


CORPORATE  HISTORY. 


495 


gether  with  the  principal  of  the  said  bonds  so  held  by  them,  amounts 
to  the  sum  of  twenty-two  thousand  nine  hundred  and  eighty-six  dollars 
and  thirty-eight  cents,  to  which  sum,  with  interest  from  this  date,  the 
said  Louis  De  Coppet,  Edward  Weston  and  Henry  Theodore  Dortic 
are  entitled  in  full  or  pro  rata,  as  the  case  may  be,  out  of  the  proceeds 
of  the  sale  of  the  said  mortgaged  premises. 

And  it  is  further  ordered,  adjudged  and  decreed  that  the  said  defendant, 
the  Toledo,  Logansport  and  Burlington  Railroad  Company  do  forth¬ 
with  pay  to  the  said  complainants  the  amounts  severally  adjudged  to  be 
due  to  them  for  interest  as  aforesaid. 

And  it  is  further  ordered,  adjudged  and  decreed  that  for  the  default  of 
the  said  defendant,  the  Toledo,  Logansport  and  Burlington  Railroad 
Company,  in  the  payment  of  interest  aforesaid,  the  equity  of  redemp¬ 
tion  of  the  said  defendant  in  the  said  mortgaged  premises  to  be  fore¬ 
closed,  and  that  the  said  mortgaged  premises,  to  wit,  the  railroad  of  the 
said  defendant,  the  Toledo,  Logansport  and  Burlington  Railroad  Com¬ 
pany,  extending  from  the  city  of  Logansport,  in  the  county  of  Cass,  in 
the  state  and  district  of  Indiana,  westward  through  the  counties  of  Cass, 
White,  Jasper  and  Newton,  to  the  west  line  of  the  state  of  Indiana, 
together  with  all  the  said  company’s  line  of  railroad  or  railway,  right  of 
way,  and  all  its  rights,  privileges  and  franchises  appertaining  to  said 
railroad  or  railway,  including  its  surveys,  fieldnotes,  plans  and  profiles, 
roadbed,  track,  sections,  stations,  station  accommodations,  its  engines, 
freight  and  passenger  cars,  and  all  its  iron  spikes,  chairs,  which  now  or 
shall  be  on  hand  at  the  day  of  sale,  and  all  its  property,  movable  and 
immovable,  appurtenant  to  or  used  in  the  running  and  operating  of  the 
said  railroad,  to  be  sold  at  public  auction  to  the  highest  bidder  for  cash, 
without  any  benefit  or  relief  from  valuation  or  appraisement  laws;  that 
said  sale  be  made  at  the  door  of  the  court  house  in  the  city  of  Logans¬ 
port;  that  previous  to  such  sale  the  commissioner  appointed  to  make 
the  same,  give  notice  of  the  time,  place  and  terms  of  said  sale  by  ad¬ 
vertising  the  same  at  least  three  weeks  in  a  weekly  newspaper  printed 
and  published  in  the  city  of  Logansport. 

And  it  is  ordered  that  David  G.  Rose  be  and  is  hereby  appointed  a 
commissioner  to  make  said  sale,  and  that  he  report  his  proceedings  herein 
to  this  court. 

And  it  is  further  ordered,  adjudged  and  decreed  that  the  sale  of  the 
said  mortgaged  premises  and  property,  and  everything  in  this  decree 
contained  or  provided  for,  shall  be  and  the  same  are  hereby  declared 
to  be  subject  to  the  rights  and  equities  which  are  hereby  expressly  re¬ 
served  to  them,  to  wit: 

First.  That  all  the  holders,  bona  fide,  of  the  bonds  of  the  said  Toledo, 
Logansport  and  Burlington  Railroad  Company  of  the  same  series  as 
those  above  specified  and  secured  by  the  said  mortgage  may  be  at  any  time 
within  ninety  days  from  the  date  of  this  decree  file  their  petitions  in  this 
court,  in  this  cause  praying  to  be  admitted  to  participate  pro  rata  in 
the  proceeds  of  the  sale  thereof,  and  thereupon  and  upon  proof  of  their 
claims  and  contributing  towards  the  expense  of  these  proceedings,  they 
shall  be  admitted  to  have  alike,  with  the  said  complainants,  in  the  pro¬ 
ceeds  of  said  sale. 


496  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Second.  The  said  sale  shall  be  made  subject  to  the  rights  of  the 
holders  of  the  bonds  of  the  said  Toledo,  Logansport  and  Burlington 
Railroad  Company,  secured  by  the  mortgage  or  deed  of  trust  first  in  the 
mortgage  made,  and  exhibit  to  the  complainants’  bill  mentioned,  dated 
the  thirteenth  day  of  January,  in  the  year  eighteen  hundred  and  fifty-nine, 
to  secure  the  payment  of  nine  hundred  and  fifty  bonds,  dated  the  first  day 
of  February,  in  the  year  last  aforesaid,  amounting  in  the  aggregate  to 
the  sum  of  eight  hundred  thousand  dollars,  exclusive  of  interest,  except 
so  far  as  the  rights  of  said  bondholders  are  changed  or  modified  by  the 
terms  of  the  agreement  set  forth  in  the  defendant’s  cross  bill  as  exhibit 
“  H.” 

Third.  Said  sale  shall  be  made  subject  to  the  rights  of  the  Buffalo 
and  State  Line  Railroad  Company,  the  Cleveland,  Painesville  and  Ash¬ 
tabula  Railroad  Company,  the  Cleveland  and  Toledo  Railroad  Company, 
the  Toledo  and  Wabash  Railroad  Company,  and  Peoria  and  Oquawka 
Railroad  Compan3r,  under  the  provisions  of  their  contracts  with  the  said 
Toledo,  Logansport  and  Burlington  Railroad  Company  mentioned  in  the 
several  mortgages. 

Fourth.  The  said  foreclosure  and  sale  and  the  rights  of  the  several 
parties  to  this  decree  are  hereby  decreed  and  declared  to  be  subject  to 
the  rights  and  equities  of  the  four  classes  of  creditors  mentioned  in  the 
said  agreement  dated  the  ninth  day  of  April,  eighteen  hundred  and  sixty- 
two,  and  the  right  of  the  said  four  classes  of  creditors  is  hereby  ex¬ 
pressly  reserved  to  them  to  file  in  this  court  in  this  cause  their  claims 
when  audited,  as  provided  for  in  the  said  agreement,  and  it  is  hereby 
decreed  and  declared  that  the  bonds  which  are  provided  in  the  said 
agreement  to  be  issued  for  the  payment  of  the  said  four  classes  of  credit¬ 
ors,  and  which  are  hereby  decreed  and  required  to  be  issued  as  provided 
for  in  the  said  agreement  upon  the  compliance  with  the  terms  thereof 
on  their  part,  shall  be  and  they  are  hereby  placed  in  all  respects  as  to 
the  payment  of  principal  and  interest  on  an  equal  footing  with  the  bonds 
secured  by  the  mortgage  of  January  thirteen,  eighteen  hundred  and 
fifty-nine,  and  this  decree  is  hereby  declared  to  be  a  specific  lien  upon 
the  said  mortgaged  premises  and  property  in  favor  of  the  holders  of  the 
bonds  which  shall  be  issued  for  the  payment  of  the  said  claims  em¬ 
braced  in  the  said  four  classes  or  against  the  parties  to  this  decree,  so 
that  there  shall  never  be  any  foreclosure  of  the  said  last  mentioned 
mortgage  or  sale  under  any  powers  therein  contained  or  under  a  decree 
of  any  court  that  will  cut  off  or  impair  the  rights  of  the  holders  of  the 
said  bonds;  but  in  case  of  such  proceeding  or  proceedings,  they  shall  be 
paid  in  full,  principal  and  interest,  if  the  mortgaged  premises  will  sell 
for  a  sum  sufficient  to  pay  the  same. 

And  it  is  further  ordered,  adjudged  and  decreed  that  the  holders  of 
the  bonds  secured  by  the  mortgage  in  said  complainants’  bill  mentioned, 
within  ninety  days  from  the  date  of  this  decree,  file  their  claims  in  this 
court  for  their  distributive  shares  of  the  proceeds  of  the  sale  of  the  said 
mortgaged  property  and  premises,  and  this  cause  is  referred  to  John  H. 
Rea,  Esq.,  a  master  in  chancery  of  this  court,  to  take  an  account  of  the 
amount  due  to  the  holders  of  said  bonds,  reserving  to  the  complainants 


CORPORATE  HISTORY. 


497 


.and  to  the  defendant  the  right  to  except  and  object  to  the  allowance  of 
such  claims,  in  which  case  the  said  master  in  chancery  is  hereby  author¬ 
ized  and  empowered  to  take  proofs;  and  any  party  may,  upon  proper 
notice  out  of  this  court,  a  commission  to  take  proofs  in  support  of  or 
against  said  claims,  to  be  read  before  the  said  master  in  chancery,  who 
is  directed  to  report  his  proceedings,  together  with  all  such  proof  and 
his  conclusions  thereon,  to  this  court  when  completed,  and  it  is  ordered, 
adjudged  and  decreed  that  such  of  the  said  bondholders  as  do  not  file 
their  claims  in  manner  aforesaid  shall  be  concluded  by  these  proceed¬ 
ings.  And  it  is  further  ordered  that  the  said  master  in  chancery  give 
notice  to  the  holders  of  said  bonds  of  the  requirements  of  this  decree  as 
to  them  by  publishing  such  notice  for  at  least  sixty  days  preceding  the 
expiration  of  the  time  for  filing  such  claims,  in  the  Indianapolis  Daily 
Journal  and  in  some  daily  newspaper  in  the  city  of  New  York,  and  this 
cause  is  reserved  and  continued  for  such  further  order  and  direction  as 
may  be  necessary  to  secure  and  perfect  the  equities  of  the  respective  par¬ 
ties.  And  day  is  given. 

United  States  of  America, 

District  of  Indiana. 

I,  John  H.  Rea,  clerk  of  the  Circuit  Court  of  the  United  States  for  the 
District  of  Indiana,  do  hereby  certify  the  above  and  foregoing  to  be  a 
true  and  correct  copy  of  a  decree  made  on  the  29th  day  of  May,  A.  D. 
1862,  in  the  above  entitled  cause. 

In  testimony  whereof,  I  have  hereto  set  my  hand  and  affixed  the  seal 
of  the  said  court  at  Indianapolis,  the  6th  day  of  June,  A.  D.  1862,  and 
of  the  independence  of  the  United  States  of  America  the  eighty-sixth. 

JNO.  H.  REA,  Clerk. 


DECREE  OF  CONFIRMATION  OF  SALE. 


July  15,  1862. 


Morris  K.  Jesup  et  al., 


vs. 

The  Toledo,  Logansport  and  Burlington 
Railroad  Company. 


-  Chancery  No. 


116. 


Comes  now  on  this  day  David  G.  Rose,  Esq.,  commissioner,  and  files 
his  report  of  sale  in  the  words  and  figures  following,  to  wit: 

To  the  honorable  judges  of  the  United  States  Circuit  Court  for  the 
District  of  Indiana. 


The  undersigned,  David  G.  Rose,  the  commissioner  appointed  by  this 
•court,  to  wit,  on  the  29th  day  of  May,  1862,  to  sell  the  mortgaged  prop¬ 
erty  and  premises,  to  wit,  the  railroad  of  said  defendant,  with  its  appur¬ 
tenances  and  the  franchises  and  property  in  the  decree  mentioned,  re¬ 
spectfully  reports,  that  pursuant  to  the  requirements  of  said  decree  and 
the  statute  in  such  cases  made  and  provided,  he  advertised  and  gave 
notice  of  the  sale  of  said  mortgaged  property  and  premises,  a  copy  of 
which  advertisement  as  published  in  the  Logansport  Journal,  a  weekly 


32 


498  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

newspaper  printed  and  published  in  the  city  of  Logansport,  in  the 
county  of  Cass,  state  and  district  aforesaid,  for  three  weeks  successively, 
before  the  day  of  sale,  is  hereunto  appended  and  referred  to.  and  that 
pursuant  to  said  advertisement  and  to  the  decree  aforesaid,  he  did,  on 
the  10th  day  of  July.  1862,  between  the  hours  of  10  o’clock  A.  M.  and 
4  o'clock  P.  M.,  at  the  door  of  the  court  house  in  the  city  of  Logans¬ 
port,  in  the  county  of  Cass,  offer  for  sale,  at  auction,  the  rents  and 
profits  for  seven  years  of  the  said  mortgaged  property,  franchises  and 
appurtenances  without  receiving  any  bid  therefor,  and  thereupon  after¬ 
wards  and  between  the  same  hours  and  at  the  same  place  he  offered  for 
sale  at  auction,  the  fee  simple,  that  is  to  say,  all  the  right,  title  and 
interest  of  the  said  Toledo,  Logansport  and  Burlington  Railroad  Com¬ 
pany  in  and  to  the  property,  franchises  and  premises  aforesaid,  upon  the 
terms  and  conditions  in  the  decree  mentioned,  at  which  sale  John  S. 
Kennedy  being  the  highest  bidder,  the  same  was  struck  off  and  sold  to 
him,  the  said  John  S.  Kennedy  as  trustee  in  trust,  as  set  forth  in  the 
agreement  dated  April  9,  1862,  made  and  exhibited  to  the  cross  bill  in 
this  cause,  designated  as  exhibit  “  H,”  at  and  for  the  sum  of  five  hundred 
dollars,  and  on  the  same  day  I  did,  as  such  commissioner,  execute  to  the 
said  John  S.  Kennedy,  as  such  trustee,  a  deed  of  conveyance  of  the 
property,  franchises  and  premises  aforesaid.  All  which  is  respectfully 
submitted  for  confirmation. 

DAVID  G.  ROSE,  Commissioner.” 

And  upon  motion  and  by  consent  of  parties,  said  report  is  confirmed, 
and  the  said  commissioner  is  ordered  to  pay  over  to  the  clerk  of  this 
court  the  costs  as  they  accrued  in  this  cause. 

ORDER  OF  COURT 

For  the  Surrender  of  the  Bonds  and  Stock  of  the  Toledo,  Logans¬ 
port  and  Burlington  Railroad  Company  in  Exchange  for  New 
Securities. 

November  14,  1866. 

Notice. — Morris  K.  Jesup  et  al.,  vs.  the  Toledo,  Logansport  and  Bur¬ 
lington  Railroad  Company.  In  chancery.  The  Toledo,  Logansport 
and  Burlington  Railroad  Company,  vs.  Morris  K.  Jesup  et  al.  On 
cross  bill.  In  the  United  States  District  Circuit  Court,  Seventh 
Judicial  Circuit  and  District  of  Indiana. 

At  the  November  term  of  said  court,  on  the  14th  day  of  November, 
1866,  the  following  order  was  made  in  the  above  entitled  cause,  to  wit: 
It  is  ordered  that  all  the  holders  of  the  bonds  of  the  Toledo,  Logans¬ 
port  and  Burlington  Railroad  Company  of  the  series  mentioned  in  the 
mortgage,  or  deed  of  trust,  to  Thomas  Williams,  trustee,  in  the  com¬ 
plainant’s  original  bill  in  this  cause  mentioned,  and  which  the  said  bill 
was  filed  to  foreclose,  called  second  mortgage  bonds,  and  all  holders 
of  the  original  stock  of  said  company  present  such  bonds  and  their  cer¬ 
tificates  of  such  stock  on  or  before  the  first  day  of  the  next  term  of  this 
court  (first  Tuesday  of  May,  1867)  to  the  Toledo,  Logansport  and  Bur- 


CORPORATE  HISTORY. 


499 


lington  Railway  Company,  and  subscribe  the  articles  of  association  of 
said  company,  with  the  amount  and  kind  of  stock  to  which  they  may 
respectively  be  entitled,  and  surrender  said  bonds  and  stock  certificates  in 
payment  thereof,  in  accordance  with  the  provisions  of  the  agreement  for 
reorganization;  or,  that  they  file  their  claims  for  such  stock,  accom¬ 
panied  with  such  bonds  and  stock  certificates  in  this  court  on  or  before 
the  first  day  of  the  next  term  thereof;  and  that  in  default  thereof  all  such 
claims  be  barred,  and  the  holders  of  such  bonds  and  stock  be  prohibited 
from  setting  up  or  making  claim,  or  claims,  thereafter. 

A  true  extract  from  the  minutes  as  entered  this  day. 

Indianapolis,  November  14,  A.  D.  1866. 


AGREEMENT  OE  STOCKHOLDERS  AND  CREDITORS 

For  the  Sale  and  Reorganization  of  the  Toledo,  Logansport  and 

Burlington  Railroad. 

Dated  April  9,  1862. 

Whereas,  The  Toledo,  Logansport  and  Burlington  Railroad  Company, 
a  corporation  formed  and  organized  under  the  laws  of  the  state  of  In¬ 
diana,  did,  on  the  thirteenth  day  of  January,  eighteen  hundred  and  fifty- 
nine,  execute  a  certain  mortgage  or  deed  of  trust  to  Andrew  V.  Stout,  of 
the  city  of  New  York,  and  did  thereby  grant,  bargain  and  sell  unto  the 
said  Andrew  V.  Stout,  all  and  singular  its  railroad  or  railway,  and  its 
line  of  railroad  or  railway,  lying  between  the  city  of  Logansport,  in  the 
state  of  Indiana,  and  the  east  line  of  the  state  of  Illinois,  together  with 
all  its  right  of  way,  and  all  other  of  its  rights,  privileges  and  franchises, 
and  its  roadbed  and  property,  more  particularly  in  the  said  mortgage  or 
deed  of  trust  ^described,  to  secure  the  payment  of  nine  hundred  and  fifty 
bonds  of  the  said  Toledo,  Logansport  and  Burlington  Railroad  Com¬ 
pany,  all  bearing  date  the  first  day  of  February,  eighteen  hundred  and 
fifty-nine;  six  hundred  and  fifty  of  said  bonds,  being  each  for  the  pay¬ 
ment  of  one  thousand  dollars,  numbered  from  number  one  to  number  six 
hundred  and  fifty  inclusive,  and  three  hundred  of  said  bonds,  being  each 
for  the  payment  of  the  sum  of  five  hundred  dollars,  and  numbered  from 
six  hundred  and  fifty-one  to  nine  hundred  and  fifty  inclusive,  all  payable 
on  the  first  day  of  February,  in  the  year  one  thousand  eight  hundred 
and  eighty-four,  at  the  Shoe  and  Leather  Bank  in  the  city  of  New  York, 
with  interest  at  the  rate  of  seven  per  cent,  per  annum,  payable  half- 
yearly  on  the  first  days  of  February  and  August  in  each  year,  which 
said  mortgage  or  deed  of  trust  is  upon  certain  trusts  and  conditions  in 
the  said  deed  of  trust  or  mortgage  mentioned,  and  which  said  mortgage 
was  made  and  said  bonds  were  issued  for  the  purpose  of  raising  money 
for  completing  and  operating  the  said  railroad;  and  whereas,  the  said 
bonds  so  issued  were  sold,  and  are  now  held  by  the  persons  respectively 
in  that  behalf  subscribing  this  agreement;  and  whereas,  default  having 
been  made  by  the  said  Toledo,  Logansport  and  Burlington  Railroad 
Company  in  the  payment  of  the  interest  which  had  become  due  upon  the 
said  bonds,  Morris  K.  Jesup  and  others,  holders  of  the  said  bonds,  on 


qoo  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  R\  .  CO. 

behalf  of  themselves  and  the  other  holders  of  said  bonds,  on  or  about 
the  twenty-seventh  day  of  August,  eighteen  hundred  and  sixty,  com¬ 
menced  a  suit  in  the  Circuit  Court  of  the  county  of  White,  in  the  state 
of  Indiana,  against  the  said  corporation  and  others,  for  the  foreclosure 
of  the  said  mortgage,  which  cause  has  been  transferred  by  change  of 
venue,  into  the  Circuit  Court  of  the  county  of  Pulaski  in  said  state. 

And  whereas,  The  said  Toledo,  Logansport  and  Burlington  Railroad 
Company  did  also,  on  the  first  day  of  April,  in  the  year  eighteen  hundred 
and  fifty-nine,  execute  to  Thomas  Williams,  Jr.,  of  the  city  of  New  York, 
a  certain  other  deed  of  trust  or  mortgage  of  and  upon  their  said  railroad, 
and  the  franchises  and  property  aforesaid,  to  secure  the  payment  of  four 
hundred  bonds  of  the  said  Toledo,  Logansport  and  Burlington  Railroad 
Company,  all  bearing  date  the  first  day  of  April  aforesaid,  each  for  the 
sum  of  five  hundred  dollars,  payable  at  the  banking  house  of  the  Marine 
Bank,  in  the  city  of  New  York,  on  the  first  day  of  April,  one  thousand 
eight  hundred  and  eighty-four,  with  seven  per  cent,  per  annum  interest, 
payable  half-yearly  on  the  first  days  of  April  and  October  in  each  year, 
which  said  mortgage  or  deed  of  trust  is  made  upon  certain  trusts  and 
conditions  therein  contained,  and  is  subject  and  subsequent  to  the  said 
mortgage  or  deed  of  trust  herein  first  mentioned,  a  portion  of  which 
said  second  mortgage  bonds  have  been  sold,  to  raise  money  for  the  com¬ 
pleting  and  operating  of  the  said  railroad,  and  are  held  by  the  parties 
respectively  subscribing  this  agreement  in  this  behalf. 

And  whereas,  Default  having  been  made  in  the  payment  of  the  interest 
upon  the  said  second  mortgage  bonds,  by  the  said  Toledo,  Logansport 
and  Burlington  Railroad  Company,  the  said  Morris  K.  Jesup  and  other 
holders  of  a  portion  of  the  said  second  mortgage  bonds,  did,  on  or 
about  the  fifteenth  day  of  October  last  Jiast,  bring  their  bill  in  chancery 
in  and  before  the  Circuit  Court  of  the  United  States  for  the  district  of 
Indiana,  against  the  said  Toledo,  Logansport  and  Burlington  Railroad 
Company  for  the  foreclosure  of  the  said  mortgage,  and  praying,  among 
other  things,  for  a  sale  of  the  property  and  franchises  so  mortgaged, 
which  cause  is  pending  still  in  said  court. 

And  whereas,  Owing  to  the  pecuniary  embarrassments  of  the  said 
corporation,  it  is  impossible  for  it  at  the  present  time  to  pay  the  interest 
upon  either  of  the  said  mortgages,  or  the  indebtedness  hereinafter  men¬ 
tioned,  and  it  is  desirable  that  a  reorganization  of  the  said  enterprise 
shall  be  effected,  with  a  view  of  promoting  the  interests  of  all  the  parties 
concerned  therein. 

It  is  therefore  agreed  by  and  between  the  said  Toledo,  Logansport  an 
Burlington  Railroad  Company,  and  such  of  the  holders  of  the  first  and 
second  mortgage  bonds  hereinbefore  mentioned  as  shall  become  parties 
to  this  agreement,  and  such  of  the  creditors  of  the  said  corporation  as 
shall  become  parties  in  like  manner,  as  follows,  to  wit: 

First.  The  complainants  in  the  said  suit  in  chancery,  pending  in  the 
Circuit  Court  of  the  United  States  for  the  district  of  Indiana,  shall  be 
entitled  to  proceed  in  the  said  suit  and  to  obtain,  at  as  early  a  day  as 
practicable,  a  decree  of  foreclosure  and  an  order  for  the  sale  of  the  said 
railroad,  with  all  its  appurtenances,  franchises  and  property,  moveable 


CORPORATE  HISTORY. 


501 


and  immoveable,  to  be  sold  under  the  order  and  decree  of  the  said  court 
without  valuation  or  appraisement,  for  the  best  price  the  same  will  bring, 
subject,  however,  to  the  said  first  mentioned  deed  of  trust  or  mortgage, 
and  the  bonds  it  was  given  to  secure,  and  such  interest  as  may  accrue 
and  become  due  upon  said  bonds  on  and  after  the  first  day  of  February, 
in  the  year  eighteen  hundred  and  sixty-three.  The  bondholders  of  the 
said  first  and  second  mortgage  bonds,  or  such  of  them  as  shall  co-operate 
in  the  proceedings,  shall  appoint  an  agent  or  trustee  to  attend  and  bid 
at  said  sale,  and  if  no  other  person  or  persons  shall  bid  at  said  sale  to 
such  an  amount  as  that  the  said  agent  shall  deem  it  for  the  interest  of 
the  parties  to  let  the  property  go,  such  agent  shall  bid  off  and  buy  in 
the  said  railroad,  its  appurtenances,  franchises  and  property,  for  the 
use  of  and  in  trust  for  the  holders  of  the  said  second  mortgage  bonds,  or 
such  of  them  as  shall  co-operate  in  and  become  parties  to  the  new  organi¬ 
zation,  and  such  as  shall  become  stockholders  in  the  said  new  organiza¬ 
tion  as  hereinafter  provided. 

Second.  As  soon  as  may  be  after  such  sale,  a  new  organization  shall 
be  effected,  by  the  creating  of  a  new  stock,  and  the  issuing  of  certificates 
therefor,  and  b}'  entering  into  articles  of  association,  and  filing  the  same 
in  the  office  of  the  secretary  of  state  of  the  state,  of  Indiana,  and  doing 
such  other  acts  as  may  be  necessary  to  perfect  such  organization  accord¬ 
ing  to  law.  Such  shares  of  stock  shall  be  fifty  dollars  each.  All  stock¬ 
holders,  bona  fide,  holding  shares  of  paid-up  stock  in  the  said  Toledo, 
Logansport  and  Burlington  Railroad  Company  may  surrender  their 
certificates  of  stock  and  receive  in  lieu  thereof  stock  in  the  new  company 
to  an  amount  equal  to  the  amount  so  surrendered. 

There  shall  be  created  a  new  preferred  stock  in  the  said  new  organiza¬ 
tion,  which  in  the  payment  of  dividends  shall  take  precedence  of  the 
stock  above  mentioned,  which  said  preferred  stock  shall  amount  to  a 
sum  sufficient  to  absorb  the  whole  amount  of  the  interest  due  on  the 
first  mortgage  bonds  aforesaid,  and  to  become  due,  up  to  and  including 
that  which  will  fall  due  on  the  first  day  of  August  next,  and  interest  at 
the  same  rate  on  the  coupons,  while  they  have  remained  due  and  unpaid, 
at  par;  and  the  whole  amount  of  the  said  second  mortgage  bonds,  and 
the  interest  due  thereon,  and  interest  on  the  unpaid  coupons,  while 
remaining  due  and  unpaid,  computed  at  the  same  rate,  which  said 
second  mortgage  bonds  and  interest  as  aforesaid  shall  be  computed  at 
the  rate  of  seventy-five  cents  upon  the  dollar.  The  holders  of  coupons 
of  the  said  first  mortgage  bonds  may  surrender  the  same  at  par,  prin¬ 
cipal  and  interest  as  aforesaid,  in  the  purchase  of  and  payment  for  the 
said  preferred  stock.  And  the  bona  fide  holders  of  the  said  second  mort¬ 
gage  bonds,  and  interest  coupons,  with  interest  thereon  as  aforesaid,  may 
surrender  the  same  at  the  rate  of  seventy-five  cents  on  the  dollar  in  the 
purchase  of  and  payment  for  the  said  preferred  stock.  It  is  further 
agreed  that  provision  shall  be  made  for  the  security  and  ultimate  pay¬ 
ment  of  certain  claims  against  the  said  Toledo,  Logansport  and  Bur¬ 
lington  Railroad  Company,  and  owing  in  the  state  of  Indiana,  of  the 
following  description,  to  wit: 

1.  Claims  of  all  unpaid  contractors  still  remaining  due  from  said  com- 


502  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


pany  for  construction  of  said  road,  prior  to  and  at  the  time  of  its  com¬ 
pletion. 

2.  The  unpaid  claims  of  laborers  and  others  specially  employed  by  said 
company  who  rendered  services  during  the  same  period. 

3.  The  amount  due  and  unpaid  for  ties,  timber  and  other  materials 
furnished  and  delivered  and  receipted  for,  or  recognized  by  the  president 
or  other  proper  officers  of  said  company  during  the  construction  of 
said  road. 

4.  The  amount  due  and  unpaid  for  subsistence  and  transportation  and 
for  money  paid,  furnished  and  used  for  the  benefit  of  said  railroad  com¬ 
pany  during  the  same  period. 

The  whole  amount  of  the  above  four  classes  of  claims  shall  not  exceed 
the  sum  of  eighty  thousand  dollars,  including  those  already  in  judgment, 
and  John  S.  Kennedy,  on  the  part  of  the  bondholders,  and  Thomas 
Dowling,  the  president  of  the  company,  on  her  part,  shall  constitute  a 
committee  to  audit  said  claims.  The  said  claims  when  audited  shall  be 
paid  as  follows:  Within  ninety  days  after  the  same  shall  have  been  filed 
in  the  office  of  the  clerk  of  the  Circuit  Court  of  the  United  States  for  the 
district  of  Indiana,  with  the  file  of  the  papers  of  the  said  foreclosure  suit 
now  pending  in  said  court,  the  said  company,  or,  if  a  reorganization 
thereof  shall  have  been  then  effected,  such  new  organization  shall  issue 
income  bonds  to  an  amount  equal  at  par  to  the  amount  found  to  be  due 
upon  the  said  indebtedness,  embraced  in  the  above  four  classes  (not 
exceeding  the  said  sum  of  eighty  thousand  dollars),  which  income  bonds 
shall  not  yield  interest  to  the  holders  thereof  until  the  expiration  of 
three  years  from  the  date  thereof,  but  the  interest  so  remitted  is  to  be 
used  in  the  further  stocking  and  furnishing  of  said  road.  From  and 
after  the  expiration  of  three  years  from  the  date  of  said  income  bonds, 
they  shall  bear  interest  at  the  rate  of  six  per  cent,  per  annum,  payable 
at  the  office  of  said  company  in  Logansport,  the  principal  of  said  in¬ 
come  bonds  to  become  due  February  1st,  1884,  and  the  said  bonds  shall 
be  placed  in  all  respects  as  to  the  payment  of  principal  and  interest  on 
an  equal  footing  with  the  said  first  mortgage  bonds.  And  it  is  agreed 
that  there  shall  be  no  foreclosure  of  the  said  first  mortgage,  either  by 
judicial  proceedings  or  by  sale  under  the  power  therein  contained  which 
shall  cut  off  or  impair  the  security  of  the  said  income  bonds;  but  in 
case  of  such  foreclosure,  said  income  bonds  shall  be  paid  in  full,  and 
shall  constitute  a  lien  on  said  road  and  a  charge  against  the  same  to  be 
fully  satisfied  both  as  to  principal  and  interest.  The  holders  of  the  said 
indebtedness  may  cancel  the  same  and  receive  in  lieu  thereof  the  said 
income  bonds  at  par. 

For  the  purpose  of  liquidating  any  small  claims,  embraced  in  the  above 
four  classes,  due  to  laborers  and  others  whose  circumstances  require 
cash  payment,  either  on  account  of  the  smallness  of  the  claim,  or  the 
necessities  of  the  holder,  there  shall  be  paid  by  the  receiver  out  of  the 
earnings  of  the  road,  or  other  assets  in  his  hands,  a  sum  not  exceeding 
three  thousand  dollars,  to  be  applied  under  the  direction  of  the  auditing 
committee  aforesaid,  in  their  discretion.  The  sum  so  to  be  paid  to 
constitute  a  part  of  the  said  amount  of  eighty  thousand  dollars,  and  to 


CORPORATE  HISTORY. 


503 


be  included  therein.  If  the  receiver  shall  not  be  able  to  furnish  the  said 
sum  of  three  thousand  dollars  out  of  the  earnings  of  the  road,  and  that 
amount,  or  any  part  thereof  shall  be  advanced  by  the  bondholders,  the 
same  shall  be  refunded  to  them  with  interest,  out  of  the  first  available 
earnings  of  the  road,  or  any  other  assets  of  the  company. 

After  the  auditing,  allowance  and  approval  of  the  claims  mentioned 
in  the  four  classes  above,  the  holders  thereof  wishing  to  avail  themselves 
of  the  provision  hereby  made  for  the  payment  thereof,  shall  signify  their 
acceptance  of  the  said  provisions  by  signing  this  agreement,  or  a  sepa¬ 
rate  schedule  referring  thereto,  and  placing  opposite  their  names  the 
amounts  so  audited  in  their  favor,  and  no  bonds  shall  be  issued  to  such 
creditors  for  said  indebtedness  until  they  shall  have  done  so.  If  the 
amount  audited  shall  exceed  the  sum  of  eighty  thousand  dollars,  there 
shall  be  a  pro  rata  abatement,  upon  the  respective  claims  (except  upon 
the  small  claims  provided  to  be  paid  out  of  the  said  sum  of  three  thou¬ 
sand  dollars)  sufficient  to  reduce  the  whole  amount  audited,  to  the  said 
sum  of  eighty  thousand  dollars. 

The  said  committee  shall  examine  and  supervise  the  report  of  the  re¬ 
ceiver,  now  in  charge  of  the  said  railroad,  under  the  appointment  of  the 
White  Circuit  Court.  Any  assets  of  the  said  cofporation  not  disposed 
of  before  the  termination  of  the  receivership  shall  pass,  by  virtue  of  this 
agreement,  and  are  hereby  assigned  to  John  S.  Kennedy,  in  trust,  for  the 
new  corporation  to  be  organized  under  the  provisions  of  this  agreement. 

The  holders  of  the  first  mortgage  bonds  shall,  in  some  proper  method, 
become  parties  complainant  or  defendant  in  the  said  suit  now  pending 
in  the  United  States  Circuit  Court,  in  such  way  as  to  give  to  said  court 
jurisdiction  of  said  first  mortgage  bondholders,  and  the  property  cov¬ 
ered  by  said  first  mortgage,  in  order  that  by  the  decree  of  said  court  the 
*  provisions  of  this  agreement,  so  far  as  the  same  relate  to  the  said  income 
bonds,  and  the  adjustment  and  security  of  the  claims  embraced  in  said 
four  classes,  may  become  binding  upon  said  first  mortgage  creditors,  and 
in  said  cause,  when  the  parties  are  thus  within  the  jurisdiction  of  the 
court,  this  agreement,  so  far  as  it  relates  to  the  said  four  classes  of  debts, 
and  the  security  thereof,  shall  substantially  become  a  part  of  the  decree 
of  foreclosure,  of  the  said  second  mortgage,  and  said  decree  shall  operate 
as  a  lien  in  favor  of  said  four  classes  of  creditors  upon  the  mortgaged 
premises,  to  the  extent  of  the  provisions  herein  made.  The  agreement 
heretofore  made  for  certifying  and  transferring  the  cause  pending  in  the 
Circuit  Court  of  the  county  of  Pulaski  and  state  of  Indiana,  wherein 
Morris  K.  Jesup  and  others  are  plaintiffs  and  the  Toledo,  Logansport 
and  Burlington  Railroad  Company  and  others  are  defendants,  is  hereby 
set  aside  and  cancelled,  and  the  said  cause  shall  remain  in  the  said 
Pulaski  Circuit  Court,  in  the  same  condition  and  plight  as  if  the  said 
agreement  had  not  been  made. 

When  the  new  organization  is  effected,  the  receiver  shall  surrender 
the  possession  of  the  road  to  the  new  company,  who  shall  take  posses¬ 
sion  thereof,  with  all  its  property  and  assets,  moveable  and  immoveable, 
and  all  causes  in  action  theretofore  belonging  to  the  said  Toledo,  Logans¬ 
port  and  Burlington  Railroad  Company. 


504  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Any  balances  of  unpaid  salaries  of  officers  of  the  corporation,  and  of 
allowances  and  lawful  expenses,  incident  to  the  organization  and  busi¬ 
ness  of  said  corporation  may  be  audited  as  aforesaid;  and  also  all  counsel 
fees  and  expenses  of  the  said  bondholders,  and  of  the  corporation, 
whether  already  paid  or  not,  shall  be  audited  and  paid  out  of  the  earnings, 
of  the  road,  and  such  as  may  have  been  or  may  be  paid  by  said  bond¬ 
holders  shall  be  refunded  to  them. 

No  claim  of  any  nature  shall  be  admitted,  unless  audited  and  approved 
by  the  committee  aforesaid,  and  all  matters  upon  which  they  cannot 
agree  shall  be  referred  to  the  final  determination  of  Charles  Butler,  Esq.,, 
of  the  city  of  New  York,  or  in  case  of  his  refusal  to  act,  to  some  other 
indifferent  person,  by  said  auditors  mutually  chosen,  whose  award  in 
the  premises  shall  be  final  and  conclusive  between  the  parties.  The  said 
first  deed  of  trust,  and  the  bonds  issued  under  and  secured  thereby,  shall 
remain,  as  at  present,  a  lien  upon  the  said  railroad,  franchises  and  prop¬ 
erty,  except  as  to  the  interest  hereinbefore  provided  to  be  converted 
into  stock,  and  excepting  also,  so  far  as  they  shall  be  affected  by  the 
provisions  hereinbefore  made  for  the  said  four  classes  of  debts,  and  the 
income  bonds  to  be  issued  in  payment  thereof,  and  it  is  hereby  agreed 
that  the  new  corporation  to  be  organized  as  hereinbefore  provided  for 
shall  assume  the  payment  of  the  bonds,  and  the  performance  of  all  the 
conditions  mentioned  in  the  said  first  deed  of  trust  or  mortgage,  that 
were  binding  upon  the  said  Toledo,  Logansport  and  Burlington  Rail¬ 
road  Company,  except  as  aforesaid,  and  the  holders  of  the  said  first 
mortgage  voting  bonds  shall  be  entitled  to  vote  in  the  election  of  direc¬ 
tors  and  in  all  other  matters  (in  the  same  manner  as  if  they  were  stock¬ 
holders)  upon  the  amount  of  the  bonds  held  by  them  respectively. 

In  witness  whereof,  these  presents  are  made  duplicate,  and  said  bond¬ 
holders  of  the  first  and  second  mortgage  bonds,  becoming  parties  hereto 
by  John  S.  Kennedy,  their  agent,  thereunto  lawfully  authorized,  and  the 
said  Toledo,  Logansport  and  Burlington  Railroad  Company  by  Thomas 
Dowling,  its  president,  being  thereunto  authorized  by  a  resolution  of  the 
board  of  directors  of  said  company,  do  hereunto  set  their  hands  this 
ninth  day  of  April,  in  the  year  of  our  Lord  one  thousand  eight  hundred 
and  sixty-two. 

THOS.  DOWLING, 

President  Toledo,  L.  &  B.  Railroad  Company. 


MORRIS  K.  JESUP, 
MORRIS  K.  JESUP  &  CO.. 
FREDERICK  MARQUAND 
A.  M.  FERRIS, 

A.  M.  FERRIS  &  BRO., 
EDWARD  WESTON, 

DE  COPPET  &  CO., 
ROBERT  BAYARD. 
CPIARLES  L.  FROST, 
EDWARD  DU  PASQUIER, 


H.  G.  STEBBINS, 

E.  B.  HART. 

ALFRED  LOCKWOOD, 
HOPKINS  &  CO., 
EDWARD  H.  MILLER, 

F.  &  A.  RUSCH, 
BENJAMIN  NATHAN, 
LOCKWOOD  &  CO., 

A.  B.  BAYLIS, 

A.  G.  TRASK. 


CORPORATE  HISTORY. 


505 


FIRST  MORTGAGE. 

Toledo,  Logansport  and  Burlington  Railroad  Company  to  Andrew 

V.  Stout,  Trustee. 

Dated  January  13,  1859. 

Securing  $800,000  bonds,  dated  February  1,  1859,  payable  February  1, 

1884,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  thirteenth  day  of  January,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  fifty-nine,  between  the  Toledo, 
Logansport  and  Burlington  Railroad  Company,  a  lawful  corporation  of 
the  state  of  Indiana,  party  of  the  first  part,  and  Andrew  V.  Stout,  of  the 
city,  county  and  state  of  New  York,  of  the  second  part,  trustee  upon 
trusts  hereinafter  limited. 

Whereas,  The  first  party  possesses  power  by  the  laws  of  the  state  of 
Indiana  to  construct  and  maintain  a  railway  or  railroad  in  said  state 
from  the  city  of  Logansport,  on  the  Wabash  river,  to  the  east  line  of  the 
state  of  Illinois;  and  whereas  said  first  party  is  about  to  construct  its 
railway  or  railroad  from  said  city  of  Logansport  to  the  east  line  of  the 
state  of  Illinois,  and  for  supplying  means  to  that  end  is  about  to  issue 
nine  hundred  and  fifty  bonds,  all  of  the  same  date,  bearing  date  of  the 
first  day  of  February,  A.  D.  one  thousand  eight  hundred  and  fifty-nine. 
Six  hundred  and  fifty  of  said  bonds  are  each  for  the  payment  of  one 
thousand  dollars,  numbered  from  one  to  six  hundred  and  fifty  (650)  inclu¬ 
sive;  three  hundred  of  said  bonds  are  each  for  the  payment  of  five  hun¬ 
dred  dollars,  numbered  from  six  hundred  and  fifty-one  (651)  to  nine 
hundred  and  fifty  (950)  inclusive,  at  the  banking  house  of  the  Shoe  and 
Leather  Bank  in  the  city  of  New  York  to  or 

bearer,  on  the  first  day  of  February,  A.  D.  one  thousand  eight  hundred 
and  eighty-four,  with  interest  at  the  rate  of  seven  per  centum  per  annum, 
payable  half-yearly  on  the  several  first  da>s  of  February  and  August  of 
each  year  until  the  said  principal  sum  is  paid. 

To  the  end,  therefore,  of  securing  the  payment  of  the  respective  sums 
of  interest  and  principal  contained  in  said  bonds,  this  indenture  wit- 
nesseth,  That  in  consideration  of  the  premises  and  for  the  further  con¬ 
sideration  of  the  sum  of  one  dollar  from  the  second  party,  the  receipt 
of  which  is  hereby  acknowledged,  the  first  party  doth  hereby  grant, 
bargain  and  sell  unto  the  said  Andrew  V.  Stout  all  and  singular  its 
railroad  or  railway  and  its  line  of  railway  or  railroad  lying  between 
the  said  city  of  Logansport  and  the  east  line  of  the  state  of  Illinois, 
together  with  all  said  first  party’s  rights  of  way,  and  all  its  other  rights, 
privileges  and  franchises  in,  upon  or  pertaining  to  said  railway  or  rail¬ 
road,  including  its  surveys,  field  notes,  plans  and  profiles;  its  roadbed, 
made  or  to  be  made,  its  track,  its  stations  and  station  accommodation, 
its  engines,  freight  and  passenger  cars,  all  iron  spikes,  chairs,  ties  and 
other  materials  now  on  hand  or  which  may  be  hereafter  acquired  for 
the  construction  of  the  track  upon  said  road,  and  likewise  the  benefit  of 
all  contracts  which  the  first  party  hath  made  or  may  make  touching  the 
construction  and  operating  the  same  (especially  the  benefits  of  all  con- 


506  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

tracts  which  are  or  may  be  made  with  the  Peoria  and  Oquawka  Railroad 
Company)  for  the  use  of  said  railroad  so  far  as  the  right  to  receive  the 
portion  of  moneys  which  may  be  due  for  such  use  as  hereinafter  men¬ 
tioned;  and  these  presents  are  also  subject  to  the  contracts  entered  into 
between  the  party  of  the  first  part  and  the  Toledo  and  Wabash,  Cleveland 
and  Toledo,  Cleveland,  Painesville  and  Ashtabula  and  the  Buffalo  and 
State  Line  Railroad  Companies,  bearing  date  the  twenty-eighth  day  of 
December,  A.  D.  1858,  intending  hereby  to  convey  to  said  second  party 
all  and  every  right  and  interest  which  the  first  party  now  has  or  may 
hereafter  acquire  in  the  above  described  railway  or  railroad,  the  same 
being  a  distance  of  about 1  sixty-one  miles  and  lying  between  the  city 
of  Logansport,  in  the  state  of  Indiana,  and  the  east  line  of  the  state  of 
Illinois. 

To  have  and  to  hold  to  him,  the  said  Andrew  V.  Stout  (as  joint  tenant, 
and  not  as  tenant  in  common)  and  to  whomever  may  become  the  suc¬ 
cessor  of  the  trusts  hereinafter  limited,  in  fee  simple,  forever,  to  his  own 
proper  use  and  behoof;  but  nevertheless,  subject  to  and  upon  the  several 
trusts  hereinafter  by  these  presents  limited  and  defined,  and  excepting 
the  rights  of  the  Peoria  and  Oquawka  Railroad  Company  to  the  use  of 
said  railroad  by  reason  of  their  contract  or  lease  aforesaid;  and  the  first 
party  hereby  covenants  with  the  said  party  of  the  second  part,  and  with 
his  successor,  his  heirs  and  assigns,  that  it  hath  lawful  authority  to  sell 
and  convey  the  premises  in  manner  and  form  as  is  above  written  and 
that  the  same  are  free  from  all  incumbrances  (except  as  is  above  ex¬ 
cepted),  and  that  it  will  warrant  and  defend  the  lawful  possession  thereof 
by  the  second  party  and  his  heirs  and  assigns  forever.  And  the  first 
party  doth  hereby  further  covenant  that  at  the  request  of  the  said  second 
party  or  of  his  successor,  or  his  heirs  and  assigns  at  any  time  hereafter, 
it  will  from  time  to  time  make  such  further  assurances  as  counsel, 
learned  in  the  law,  shall  believe  necessary  to  assure  the  title  of  the 
grantee  and  his  assigns  in  the  premises  hereby  conveyed;  it  being  under¬ 
stood,  however,  that  nothing  herein  contained  shall  impair  the  rights 
and  interests  granted  to  the  Peoria  and  Oquawka,  the  Toledo  and  Wa¬ 
bash,  Cleveland  and  Toledo,  Cleveland,  Painesville  and  Ashtabula,  and 
the  Buffalo  and  State  Line  Railroad  Companies  by  the  contracts  afore¬ 
said,  and  the  parties  aforesaid  hereby  declare  that  the  trusts,  for  whose 
execution  this  indenture  is  intended  to  provide,  are  the  following,  viz. : 

1st.  That  the  said  trustee  shall  permit  the  first  party  and  their  lessees 
and  assigns  to  remain  in  possession  of  the  premises  and  operate  the 
said  railway  or  railroad,  and  take  the  receipts  and  earnings  of  the  same 
until  default  shall  be  made  in  the  payment  of  the  interest  or  the  prin¬ 
cipal  of  the  said  bonds,  or  any  of  the  same,  or  in  the  payment  of  the 
sinking  fund  as  is  hereinafter  provided. 

2nd.  That  the  said  trustee  shall  receive  semi-annually,  according  to 
the  terms  of  said  lease,  the  sum  of  thirty-four  thousand  dollars,  of  the 
annual  rental  which  the  Peoria  and  Oquawka  Railroad  Company  are  to 
pay  for  the  use  of  said  first  party  s  railroad  or  railway,  and  shall  invest 
the  same  in  some  safe  and  productive  manner  until  the  same  shall  be 
required  for  the  payment  of  interest  or  for  the  sinking  fund  as  is  here¬ 
inafter  provided. 


CORPORATE  HISTORY. 


507 


3rd.  That  said  trustee,  from  the  receipts  of  said  rents,  shall  pay  the 
accruing  interest  upon  all  the  bonds  of  this  series  and  shall  be  at  liberty 
to  retain  annually  the  sum  of  two  hundred  and  fifty  dollars  in  full  for 
his  compensation  for  managing  said  trust. 

4th.  That  said  trustee  shall  next  appropriate  annually  from  said  rent 
the  sum  of  twelve  thousand  dollars  as  a  sinking  fund  for  the  redemption 
of  the  said  nine  hundred  and  fifty  bonds;  he  shall  invest  the  same  in  the 
purchase  of  an  equal  amount  of  the  said  nine  hundred  and  fifty  bonds, 
provided  the  same  can  be  procured  at  a  price  not  greater  than  the  par 
value  thereof.  When  such  bonds  shall  be  obtained,  the  trustee,  to  pre¬ 
vent  their  further  negotiability,  shall  endorse  thereon  the  object  of  their 
purchase  and  shall  hold  the  same  and  receive  and  dispose  of  the  accruing 
interest  thereon  in  such  manner  as  in  his  judgment  may  best  work  the 
redemption  and  payment  of  the  said  nine  hundred  and  fifty  bonds.  If 
such  bonds  cannot  be  obtained  at  a  price  not  exceeding  their  par  value, 
said  trustee  shall  be  at  liberty  to  invest  the  amount  of  said  sinking  fund 
in  the  stocks  of  the  states  of  New  York,  Ohio,  Indiana  or  Illinois;  and 
the  first  party  doth  hereby  covenant  with  the  second  party  and  his  suc¬ 
cessor,  heirs  and  assigns  in  this  trust,  that  the  said  trustee  shall  receive 
semi-annually  of  said  rent  a  sufficient  sum  to  pay  the  accruing  interest 
on  the  said  nine  hundred  and  fifty  bonds,  and  a  further  sum  equal  to 
twelve  thousand  dollars  annually  to  enable  him  to  provide. for  said  sink¬ 
ing  fund  and  said  compensation  to  the  said  trustee,  and  that  it  will  supply 
deficiencies  thereof  from  its  general  revenues  if  the  amount  thereof 
should  prove  insufficient. 

In  case  default  shall  be  made  in  the  payment  of  the  principal  or  the 
accruing  interest  on  any  of  the  nine  hundred  and  fifty  bonds,  or  in  the 
due  provision  for  the  sinking  fund  as  hereinafter  specified  for  a  period 
of  ninety  days  after  the  same  or  any  of  the  same  shall  become  due  and 
payable,  it  shall  be  lawful  for  the  said  trustee  or  his  authorized  agent 
(the  same  default  continuing)  to  enter  upon  and  take  possession  of  the 
premises  hereby  conveyed,  and  by  him  or  his  agents  to  use,  operate 
and  manage  the  same  in  such  manner  as  he  shall  judge  the  interests  of 
said  bondholders  may  require.  And  in  such  case  the  first  party  doth 
hereby  covenant  that  they  will,  on  request,  peaceably  surrender  to  said 
trustee  or  his  agent  their  possession  of  the  premises  and  of  all  which 
is  intended  to  pass  by  this  grant,  with  all  books,  papers,  contracts  and 
accounts  pertaining  to  the  said  railroad  hereby  conveyed:  And  the  said 
trustee  is  hereby  authorized,  on  the  continuance  of  said  default,  to  receive 
the  revenues  of  said  railway,  to  expend  the  same  in  payment  of  the 
repairs  and  in  the  operation  thereof,  and  to  the  expenses  and  objects 
of  thi-s  trust.  And  in  case  of  such  default  continuing  for  the  period  of 
six  months,  and  on  the  written  request  of  a  majority  of  the  bondholders, 
the  said  trustee  is  hereby  authorized  to  sell  the  premises  herein  granted, 
or  any  part  thereof  (subject  to  the  said  contracts  with  the  said  Toledo 
and  Wabash,  Cleveland  and  Toledo,  Cleveland,  Painesville  and  Ashtabula, 
and  the  Buffalo  and  State  Line  Railroad  Companies)  for  the  purposes 
of  said  trust.  Such  sale  shall  be  made  at  public  vendue  at  Logansport, 
in  the  state  of  Indiana,  without  appraisal,  to  the  highest  bidder,  either 


508  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

for  cash  or  for  credit,  not  exceeding  two  years,  at  such  sale  the  trustee 
shall  have  the  right  to  purchase  said  premises  for  the  benefit  of  such 
bondholders. 

The  deed  of  said  trustee  shall  convey  to  the  purchaser  all  the  right,, 
title  and  interest  of  the  first  party  in  the  railway,  together  with  all  prop¬ 
erty,  surveys  and  writings  relating  to  the  same,  and  likewise  so  much  of 
the  franchises  of  said  company  as  are  or  may  be  necessary  for  conveying 
the  right  and  title  to  the  use  and  operation  of  the  same. 

Notices  of  such  sale  shall  be  given  at  least  forty  days  previous  to  said 
sale  by  publication  in  three  newspapers  of  general  circulation  in  the  city 
of  New  York  and  one  newspaper  in  Logansport,  and  one  in  Chicago, 
and  wherever  elsewhere  the  laws  of  the  state  of  Indiana  may  require. 

The  proceeds  of  such  sale  when  made  by  or  at  the  instance  of  the 
second  party  shall  be  appropriated  to  the  purposes  of  this  trust  after 
paying  the  expenses  of  the  same,  and  the  expenditures  of  maintaining 
and  operating  said  railway,  accounting  with  the  first  parties  for  any 
surplus  remaining  after  the  satisfaction  of  said  bonds.  It  is  further  wit¬ 
nessed  that  the  said  trustee,  after  exercising  good  faith  and  ordinary 
prudence  in  the  performance  of  his  duties,  shall  not  be  answerable  either 
for  the  neglect  or  default  of  any  agent  by  him  appointed. 

In  case  said  trustee  shall  resign  or  shall  from  death  or  from  any  other 
cause  become  incapable  of  executing  his  duties  as  trustee,  or  shall  ne¬ 
glect  to  perform  the  duties  of  said  trust,  it  shall  be  lawful  for  the  board 
of  directors  of  the  Toledo,  Logansport  and  Burlington  Railroad  Com¬ 
pany  to  declare  that  the  office,  authority  and  title  of  such  trustee  hath 
ended;  and  therefore  the  said  board  shall  nominate,  and  with  the  approval 
of  the  presidents  of  the  Peoria  and  Oquawka,  the  Toledo  and  Wabash, 
Cleveland  and  Toledo,  Cleveland,  Painesville  and  Ashtabula,  and  the 
Buffalo  and  State  Line  Railroad  Companies,  or  a  majority  of  them  for 
the  time  being,  or  with  the  approval  of  a  majority  of  them,  bondholders, 
appoint  another  trustee  in  his  stead,  and  thereupon  said  person  so 
appointed  shall  become  invested  with  all  the  title  and  power  of  a  trustee 
as  fully  as  if  he  had  been  an  original  party  to  these  presents. 

It  is  further  witnessed  that  the  said  trustee  shall  not  be  required  to  take 
any  step  in  the  execution  of  this  trust  likely  to  subject  him  to  expense, 
unless  the  holders  of  said  bonds,  or  some  of  them,  shall  give  sufficient 
security  to  indemnify  such  trustee  from  any  such  liability,  and  the  said 
trustee  shall  be  at  liberty  to  employ  counsel  learned  in  the  law  in  all 
suitable  cases  whose  reasonable  expenses  shall  be  a  proper  charge  in  his 
accounts. 

The  said  trustee  shall  keep  the  accounts  of  said  trust  open  to  the  in¬ 
spection  of  the  first  party,  or  any  other  persons  holding  its  interests, 
at  reasonable  times,  and  shall  file  with  the  first  party  annually  a  state¬ 
ment  of  the  same. 

\\  henever  the  sinking  fund  which  shall  come  to  the  hands  of  the  trustee 
shall  be  sufficient  to  provide  for  the  payment  of  said  bonds  and  the  pur¬ 
poses  and  objects  of  this  trust,  the  first  party  shall  be  entitled  to  all 
further  accumulations. 

Provided,  however,  and  these  presents  are  upon  the  following  express 


CORPORATE  HISTORY. 


509 


conditions,  that  if  the  first  party,  either  from  the  resources  and  means 
hereby  provided  or  in  any  other  manner  duly  make  the  several  pay¬ 
ments  of  interest  on  said  bonds  as  the  same  shall  accrue,  and  shall  pay 
the  principal  of  the  same  when  it  shall  become  due,  then  the  trusts  hereby 
created  shall  cease  and  the  estate  of  the  said  trustee,  without  any  further 
act  to  be  done  or  entry  to  be  made  by  the  first  party,  shall  become  void 
and  the  premises  hereby  conveyed  shall  revest  in  and  revert  to  the  party 
of  the  first  part. 

And  it  is  further  witnessed  that  the  party  of  the  second  part  accepts 
the  indenture  aforesaid  and  covenants  with  the  first  party  that  he  will 
•execute  the  trusts  therein  limited  after  their  true  intent  and  object. 

In  witness  whereof,  the  said  Toledo,  Logansport  and  Burlington  Rail¬ 
road  Company  have  caused  their  corporate  seal  to  be  hereunto  affixed 
and  the  same  to  be  subscribed  by  their  president  and  the  said  party  of 
the  second  part  has  hereunto  set  his  hand  and  seal  the  day  and  year  first 
above  written. 

Toledo,  Logansport  and  Burlington  Railroad  Company, 

By  D.  M.  DUNN,  President. 

B.  E.  STRONG,  Secretary. 

A.  V.  STOUT.  [seal] 

Sealed  and  delivered  in  presence  of 
B.  E.  STRONG,  Secretary. 

Sealed  and  delivered  in  presence  of 

J.  VAN  VLECK, 

J.  B.  NONES, 
as  to  A.  V.  Stout. 

Duly  acknowledged  by  A.  V.  Stout  and  B.  E.  Strong,  January  29,  1859, 
before  J.  B.  Nones,  commissioner  for  the  state  of  Indiana  in  New  York, 
and  by  David  M.  Dunn  before  Charles  B.  Lasselle,  notary  public,  Cass 
county,  Indiana,  February  2,  1859. 

Recorded,  Cass  county,  Indiana,  Deed  Book  R,  page  395. 


SECOND  MORTGAGE. 

Toledo,  Logansport  and  Burlington  Railroad  Company  to 
Thomas  Williams,  Jr.,  Trustee. 

Dated  April  1,  1859. 

Securing  $200,000  bonds  of  $500  each,  dated  April  1,  1859,  payable  April 

1,  1884,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  first  day  of  April,  in  the  year  of  our  Lord, 
one  thousand  eight  hundred  and  fifty-nine  between  the  Toledo,  Logans¬ 
port  and  Burlington  Railroad  Company,  a  lawful  corporation  of  the  state 
of  Indiana,  party  of  the  first  part,  and  Thomas  Williams,  Jr.,  of  the  city, 
county  and  state  of  New  York,  of  the  second  part,  trustee  upon  trusts 
hereinafter  limited. 


510  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


W  hereas,  The  first  party  possess  power  by  the  laws  of  the  state  of 
Indiana  to  construct  and  maintain  a  railway  or  railroad  in  said  state  from 
the  city  of  Logansport  on  the  Wabash  river  to  the  east  line  of  the  state 
of  Illinois.  And  whereas,  said  first  party  is  now  constructing  its  rail¬ 
way  or  railroad  from  said  city  of  Logansport  to  the  east  line  of  the  state 
of  Illinois.  And  whereas,  the  said  first  party  has  heretofore  issued  nine 
hundred  and  fifty  bonds,  all  of  the  same  date,  to  wit,  February  first, 
A.  D.  one  thousand  eight  hundred  and  fifty-nine.  Six  hundred  and  fifty 
of  said  bonds  are  each  for  the  payment  of  one  thousand  dollars,  and 
three  hundred  of  said  bonds  are  for  the  payment  of  five  hundred  dollars 
each.  The  payment  of  said  nine  hundred  and  fifty  bonds  is  secured  by  a 
mortgage  or  deed  of  trust  on  said  first  party’s  railroad  or  railway  from 
the  city  of  Logansport,  in  the  state  of  Indiana,  to  the  west  line  of  said 
state,  bearing  date  the  first  day  of  February,  A.  D.  one  thousand  eight 
hundred  and  fifty-nine,  to  Andrew  V.  Stout,  of  the  city  of  New  York,  as 
trustee.  Now,  for  the  purpose  of  supplying  means  for  the  completion 
of  said  railroad  or  railway,  first  party  is  about  to  issue  four  hundred 
more  bonds,  all  of  the  same  tenor  and  date,  bearing  date  the  first  day  of 
April,  A.  D.  one  thousand  eight  hundred  and  fifty-nine,  numbered  from 
one  to  four  hundred  (i  to  400)  inclusive,  each  for  the  payment  of  five 
hundred  dollars,  at  the  banking  house  of  the  Marine  Bank  in  the  city 
of  New  York  to  or  bearer,  on  the 

first  day  of  April,  one  thousand  eight  hundred  and  eighty-four.  But 
subject,  nevertheless,  to  the  said  nine  hundred  and  fifty  bonds  first  above 
mentioned  and  the  said  deed  of  trust  or  mortgage  to  the  said  Andrew  V. 
Stout  as  above  mentioned,  with  interest  at  the  rate  of  seven  per  centum 
per  annum,  payable  half-yearly  on  the  several  first  days  of  April  and 
October  of  each  year  until  the  said  principal  sum  is  paid.  To  the  end, 
therefore  of  securing  the  payment  of  the  respective  sums  of  interest  and 
principal  contained  in  said  four  hundred  bonds,  this  indenture  witnesseth, 
That  in  consideration  of  the  premises  and  for  the  further  consideration 
of  the  sum  of  one  dollar  from  the  second  party,  the  receipt  of  which  is 
hereby  acknowledged,  the  first  party  doth  hereby  grant,  bargain  and 
sell  unto  the  said  Thomas  Williams,  Jr.,  all  and  singular  its  railroad  or 
railway,  and  its  line  of  railway  or  railroad  lying  between  the  said  city  of 
Loganspoit  and  the  east  line  of  the  state  of  Illinois;  together  with  all 
.^aid  first  party  s  right  of  way  and  all  its  other  rights,  privileges  and 
franchises  in,  upon  or  pertaining  to  said  railway  or  railroad,  including 
its  surveys,  field  notes,  plans  and  profiles,  its  roadbed,  made  or  to  be 
made,  its  tiack,  its  sections,  stations  and  station  accommodations,  its 
engines,  freight  and  passenger  cars,  all  iron  spikes,  chairs,  ties  and  other 
materials  now  on  hand  or  which  may  be  hereafter  acquired  for  the  con- 
struction  of  the  track  upon  said  road,  and  likewise  the  benefit  of  all 
contracts  which  the  first  party  hath  made  or  may  make  touching  the 
construction  and  operating  the  same,  especially  the  benefit  of  all  con- 
tiacts  which  are  or  may  be  made  with  the  Peoria  and  Oquawka  Rail¬ 
road  Company  for  the  use  of  said  railroad  so  far  as  the  right  to  receive 
the  portion  of  moneys  which  may  be  due  for  such  use  as  hereinafter  men¬ 
tioned.  And  these  presents  are  also  subject  to  the  contracts  entered  into 


CORPORATE  HISTORY. 


51  1 

between  the  party  of  the  first  part  and  the  Toledo  and  Wabash,  Cleve¬ 
land  and  Toledo,  Cleveland,  Fainesville  and  Ashtabula,  and  the  Buffalo 
and  State  Line  Railroad  Companies,  bearing  date  the  twenty-eighth  day 
of  December,  A.  D.  one  thousand  eight  hundred  and  fifty-eight,  intending 
hereby  to  convey  to  said  second  party  all  and  every  right  and  interest 
which  the  first  party  now  has  or  may  hereafter  acquire  in  the  above 
described  railway  or  railroad,  the  same  being  a  distance  of  about  sixty- 
one  miles  and  lying  between  the  city  of  Logansport,  in  the  state  of  In¬ 
diana,  and  the  east  line  of  the  state  of  Illinois.  To  have  and  to  hold  to 
him,  the  said  Thomas  Williams,  Jr.,  and  to  whomever  may  become  the 
successor  of  the  trusts  hereinafter  limited,  in  fee  simple,  forever,  to  his  own 
proper  use  and  behoof,  but,  nevertheless,  subject  to  and  upon  the  several 
trusts  hereinafter  by  these  presents  limited  and  defined,  and  excepting 
the  rights  of  the  Peoria  and  Oquawka  Railroad  Company  to  the  use  of 
said  railroad  by  reason  of  their  contract  or  lease  aforesaid,  and  the  first 
party  hereby  covenants  with  the  said  party  of  the  second  part,  and  with 
his  successor,  his  heirs  and  assigns,  that  it  hath  lawful  authority  to  sell 
and  convey  the  premises  in  manner  and  form  as  is  above  written.  And 
that  the  same  are  free  from  all  incumbrances  (except  as  aforesaid),  and 
that  it  will  warrant  and  defend  the  lawful  possession  thereof  by  the  second 
party  and  his  heirs  and  assigns  forever,  subject  as  aforesaid.  And  the 
first  party  doth  hereby  further  covenant  that  at  the  request  of  the  said 
second  party,  or  of  his  successor,  or  his  heirs  and  assigns  at  any  time 
hereafter,  it  will  from  time  to  time  make  such  further  assurances  as  counsel 
learned  in  the  law  shall  believe  necessary  to  assure  the  title  of  the 
grantee  and  his  assigns  in  the  premises  hereby  conveyed,  it  being  under¬ 
stood,  however,  that  nothing  herein  contained  shall  impair  the  interests 
granted  to  the  Peoria  and  Oquawka,  the  Toledo  and  Wabash,  Cleveland 
and  Toledo,  Cleveland,  Painesville  and  Ashtabula,  and  Buffalo  and  State 
Line  Railroad  Companies  by  the  contracts  aforesaid.  And  the  parties 
aforesaid  hereby  declare  that  the  trusts  for  whose  execution  this  indenture 
is  intended  to  provide  are  the  following,  viz.: 

1st.  That  the  said  trustee  shall  permit  the  first  party  and  their  lessees 
and  assigns  to  remain  in  possession  of  the  premises  and  to  operate  the 
said  railway  or  railroad,  and  take  the  receipts  and  earnings  of  the  same 
until  default  shall  be  made  in  the  payment  of  the  interest  or  the  principal 
of  the  said  bonds,  or  any  of  the  same,  or  in  the  payment  of  the  sinking 
fund  as  is  hereinafter  provided. 

2nd.  That  the  said  trustee  shall  receive  semi-annually,  according  to  the 
terms  of  said  lease,  the  sum  of  seventeen  thousand  dollars  of  the  annual 
rental  which  the  Peoria  and  Oquawka  Railroad  Company  are  to  pay  for 
the  use  of  said  first  party’s  railroad  or  railway,  and  shall  invest  the  same  in 
some  safe  and  productive  manner  until  the  same  shall  be  required  for 
the  payment  of  interest  or  for  the  sinking  fund  as  is  hereinafter  provided. 

3rd.  That  said  trustee,  from  the  receipts  of  said  rents,  shall  pay  the 
accruing  interest  upon  all  the  bonds  of  this  series,  and  shall  be  at  liberty 
to  retain  annually  the  sum  of  one  hundred  dollars  in  full  for  his  com¬ 
pensation  for  managing  said  trust. 

4th.  That  said  trustee  shall  next  appropriate  annually  from  said  rent 


512  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


the  sum  of  three  thousand  dollars  as  a  sinking  fund  for  redemption  of 
the  said  four  hundred  bonds.  He  shall  invest  the  same  in  the  purchase 
of  an  equal  amount  of  the  said  four  hundred  bonds.  Provided  the  same 
can  be  procured  at  a  price  not  greater  than  the  par  value  thereof.  When 
such  bonds  shall  be  obtained,  the  trustee,  to  prevent  their  further  negoti¬ 
ability  shall  endorse  thereon  the  object  of  their  purchase  and  shall  hold 
the  same  and  receive  and  dispose  of  the  accruing  interest  thereon  in 
such  manner  as  in  his  judgment  may  best  work  the  redemption  and 
payment  of  the  said  four  hundred  bonds.  If  such  bonds  cannot  be 
obtained  at  a  price  not  exceeding  their  par  value,  said  trustee  shall  be 
at  liberty  to  invest  the  amount  of  said  sinking  fund  in  the  stocks  of  the 
states  of  New  York,  Ohio,  Indiana  or  Illinois. 

And  the  first  party  doth  hereby  covenant  with  the  second  party  and 
his  successors,  heirs  and  assigns  in  this  trust  that  the  said  trustee  shall 
receive  semi-annually  of  said  rent  a  sufficient  sum  to  pay  the  accruing 
interest  on  the  said  four  hundred  bonds,  and  a  further  sum  equal  to 
three  thousand  dollars  annually  to  enable  him  to  provide  for  said  sinking 
fund  and  said  compensation  to  said  trustee,  and  that  it  will  supply  de¬ 
ficiencies  thereof  from  its  general  revenues  if  the  amount  thereof  should 
prove  insufficient.  In  case  default  shall  be  made  in  the  payment  of  the 
principal  or  the  accruing  interest  on  any  of  the  four  hundred  bonds,  or 
in  the  due  provision  for  the  sinking  fund  as  hereinbefore  specified,  for  a 
period  of  ninety  days  after  the  same  or  any  of  the  same  shall  become 
due  and  payable,  it  shall  be  lawful  for  the  said  trustee,  or  his  authorized 
agent  (the  same  default  continuing),  to  enter  upon  and  take  possession 
of  the  premises  hereby  conveyed,  and  by  him  or  his  agents  to  use, 
operate  and  manage  the  same  in  such  manner  as  he  shall  judge  the  in¬ 
terest  of  said  bondholders  may  require,  and  in  such  case  the  first  party 
doth  hereby  covenant  that  they  will,  on  request,  peaceably  surrender  to 
him  or  his  agent  their  possession  of  the  premises  and  of  all  which  is 
intended  to  pass  by  this  grant,  with  all  books,  papers,  contracts  and 
accounts  pertaining  to  the  said  railroad  hereby  conveyed.  And  the  said 
trustee  is  hereby  authorized,  on  continuance  of  said  default,  to  receive  the 
revenues  of  said  railway,  to  expend  the  same  in  payment  of  the  repairs 
and  in  the  operation  thereof,  and  to  the  expenses  and  objects  of  this 
trust.  And  (in  case  of  such  default  continuing  for  the  period  of  six 
months,  and  on  the  written  request  of  a  majority  of  the  bondholders)  the 
said  trustee  is  hereby  authorized  to  sell  the  premises  herein  granted,  or 
any  part  thereof,  subject  to  the  said  contracts  with  the  said  Toledo  and 
\\  abash,  Cleveland  and  Toledo,  Cleveland,  Painesville  and  Ashtabula, 
and  the  Buffalo  and  State  Line  Railroad  Companies  for  the  purposes  of 
said  trust,  such  sale  shall  be  made  at  public  vendue  at  Logansport,  in 
the  state  of  Indiana,  without  appraisal  to  the  highest  bidder,  either  for 
cash  or  for  credit  not  exceeding  two  years.  At  such  sale  the  trustee  shall 
have  the  right  to  purchase  said  premises  for  the  benefit  of  said  bondhold¬ 
ers.  I  he  deed  of  said  trustee  shall  convey  to  the  purchaser  all  the  right, 
title  and  interest  of  the  first  party  in  the  railway,  together  with  all 
property,  surveys  and  writings  relating  to  the  same,  and  likewise  so 
much  of  the  franchises  of  the  said  company  as  are  or  may  be  necessary 


CORPORATE  HISTORY. 


513 


for  conveying  the  right  and  title  to  the  use  and  operation  of  the  same. 
Notices  of  such  sale  shall  be  given  at  least  forty  days  previous  to  said 
sale  by  publication,  in  three  newspapers  of  general  circulation  in  the  city 
of  New  York,  and  one  newspaper  in  Logansport,  and  one  in  Chicago 
and  wherever  elsewhere  the  laws  of  the  state  of  Indiana  may  require. 

The  proceeds  of  such  sale  'when  made  by  or.  at  the  instance  of  the 
second  party  shall  be  appropriated  to  the  purposes  of  this  trust  after 
paying  the  expenses  of  the  same  and  the  expenditures  of  maintaining 
and  operating  said  railway,  accounting  with  the  first  party  for  any  surplus 
remaining  after  the  satisfaction  of  said  bonds. 

It  is  hereby  further  witnessed  that  the  said  trustee,  after  exercising 
good  faith  and  ordinary  prudence  in  the  performance  of  his  duties,  shall 
not  be  answerable  either  for  the  neglect  or  default  of  any  agent  by  him 
appointed. 

In  case  said  trustee  shall  resign,  or  from  death  or  from  any  other  cause 
become  incapable  of  executing  his  duties  as  trustee,  or  shall  neglect  to 
perform  the  duties  of  said  trust,  it  shall  be  lawful  for  the  board  of 
directors  of  the  Toledo,  Logansport  and  Burlington  Railroad  Company 
to  declare  that  the  office,  authority  and  title  of  such  trustee  hath  ended, 
and  thereupon  the  said  board  shall  nominate,  and  with  the  approval  ©f  the 
president  of  the  Peoria  and  Oquawka  Railroad  Company,  or  with  the 
approval  of  a  majority  of  said  bondholders,  appoint  another  trustee  in 
his  stead,  and  thereupon  said  person  so  appointed  shall  become  invested 
with  all  the  title  and  power  of  a  trustee  as  fully  as  if  he  had  been  an 
original  party  to  these  presents. 

It  is  further  witnessed,  that  the  said  trustee  shall  not  be  required  to 
take  any  step  in  the  execution  of  this  trust  likely  to  subject  him  to 
expense,  unless  the  holders  of  said  bonds,  or  some  of  them,  shall  give 
sufficient  security  to  indemnify  such  trustee  from  any  such  liability,  and 
the  said  trustee  shall  be  at  liberty  to  employ  counsel  learned  in  the  law  in 
all  suitable  cases,  whose  reasonable  expenses  shall  be  a  proper  charge  in 
his  accounts. 

The  said  trustee  shall  keep  the  accounts  of  said  trust  open  to  the  in¬ 
spection  of  the  first  party  or  any  other  persons  holding  its  interests  at 
reasonable  times,  and  shall  file  with  the  first  party  annually  a  statement 
of  the  same. 

Whenever  the  sinking  fund  which  shall  come  to  the  hands  of  the  trustee 
shall  be  sufficient  to  provide  for  the  payment  of  said  bonds  and  the  pur¬ 
poses  and  objects  of  this  trust,  the  first  party  shall  be  entitled  to  all 
further  accumulations.  Provided,  however,  and  these  presents  are  upon 
the  following  express  condition,  that  if  the  first  party,  either  from  the 
resources  and  means  hereby  provided,  or  in  any  other  manner,  duly 
make  the  several  payments  of  interest  on  said  bonds  as  the  same  shall 
accrue,  and  shall  pay  the  principal  of  the  same  when  it  shall  become  due, 
then  the  trusts  hereby  created  shall  cease,  and  the  estate  of  the  said  trustee, 
without  any  further  act  to  be  done  or  entry  to  be  made  by  the  first  party, 
shall  become  void,  and  the  premises  hereby  conveyed  shall  revest  in 
and  revert  to  the  party  of  the  first  part. 

And  it  is  further  witnessed,  that  the  party  of  the  second  part  accepts 


33 


514  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  indenture  aforesaid,  and  covenants  with  the  first  party  that  he  will 
execute  the  trusts  therein  limited  after  their  true  intent  and  object. 

In  witness  whereof,  the  said  Toledo,  Logansport  and  Burlington  Rail¬ 
road  Company  have  caused  their  corporate  seal  to  be  hereunto  affixed 
and  the  same  to  be  subscribed  by  their  president  and  secretary,  and  the 
said  party  of  the  second  part  has  hereunto  set  his  hand  and  seal  the  day 
and  year  first  above  written. 

Toledo,  Logansport  and  Burlington  Railroad  Company, 

By  D.  M.  DUNN,  President. 

B.  E.  STRONG,  Secretary. 

THOMAS  WILLIAMS,  Jr.,  Trustee, 

Sealed  and  delivered  in  presence  of 
DANIEL  SEIXAS. 


TOLEDO,  LOGANSPORT  AND  BURLINGTON  RAIL¬ 
WAY  COMPANY.1 

•  ARTICLES  OF  ASSOCIATION. 

Whereas,  Isaac  Reynolds  and  one  hundred  and  forty-three  other  per¬ 
sons  did,  on  the  eighteenth  day  of  February,  1853,  subscribe  for  stock  in 
a  contemplated  railroad  enterprise  to  the  amount  of  at  least  fifty  thou¬ 
sand  dollars,  and  did  thereupon  elect  seven  directors  to  manage  the 
affairs  of  the  said  proposed  company;  and  did  severally  subscribe  articles 
of  association,  in  which  were  set  forth  the  name  of  the  corporation,  the 
amount  of  the  capital  stock  of  the  company,  the  number  of  shares  of 
which  said  stock  should  consist,  the  number  of  directors,  and  their  names, 
to  manage  the  affairs  of  the  company,  the  name  of  the  place  from  which 
and  the  place  to  which  the  proposed  road  was  to  be  constructed  and 
each  county  into  which  or  through  which  it  was  intended  to  pass,  and 
its  length  as  near  as  might  be,  each  subscriber  to  said  articles  stating 
his  place  of  Residence  and  the  number  of  shares  taken  by  him  in  said 
company,  and  did  afterwards,  to  wit,  on  the  5th  day  of  May,  1853,  file  in 
the  office  of  the  secretary  of  state  of  the  state  of  Indiana  the  said  articles 
of  association,  which  said  articles  (excepting  the  names  of  the  subscribers 
thereto,  and  their  places  of  residence  and  the  number  of  shares  taken  by 
them  respectively)  were  and  are  in  substance  as  follows,  to  wit: 

Articles  of  Association  of  the  Logansport  and  Pacific  Railroad 

Company. 

Be  it  known,  that  we,  the  undersigned,  whose  respective  places  of  resi¬ 
dence  are  set  down  in  the  margin  for  the  purpose  of  organizing  a  com¬ 
pany  for  the  construction,  owning  and  maintaining  a  contemplated  rail¬ 
road  hereinafter  named,  in  pursuance  of  an  act  of  the  legislature  of  the 
state  of  Indiana,  entitled  an  act  to  provide  for  the  incorporation  of  rail¬ 
road  companies,  approved  May  11,  1852,  do  hereby,  each  for  himself, 


1  See  page  61. 


CORPORATE  PIISTORY. 


515 


subscribe  for  the  number  of  shares  in  the  capital  stock  of  said  contem¬ 
plated  railroad  company  set  opposite  our  respective  names,  such  subscrip¬ 
tion  payable  as  the  board  of  directors  of  said  company  when  elected,  or 
their  successors,  may  from  time  to  time,  or  at  any  time,  order  and  re¬ 
quire.  And  we  hereby  subscribe  and  agree  to  the  following  articles  of 
association,  to  wit: 

Article  1.  The  name  and  style  of  the  corporation  shall  be  the  Logans- 
port  and  Pacific  Railroad  Company. 

Art.  2.  The  capital  stock  of  the  company  shall  be  one  million  of  dol¬ 
lars,  to  consist  of  twenty  thousand  shares  of  fifty  dollars  each. 

Art.  3.  The  eastern  terminus  of  said  road  shall  be  Logansport,  in  the 
state  of  Indiana,  hence  running  through  the  counties  of  Cass  and  White 
to  Monticello;  hence  through  White  and  Jasper  counties,  or  as  many  of 
them  as  may  be  necessary,  all  in  the  state  of  Indiana,  on  the  most  eligible 
route  and  terminating  on  the  west  line  of  the  state  of  Indiana,  in  the 
general  direction  of  Middleport,  in  the  state  of  Illinois. 

Art.  4.  The  length  of  said  road  is  stated,  as  near  as  may  be,  at  sixty- 
two  miles. 

Art.  5.  The  number  of  directors  to  manage  the  affairs  of  the  said 
company  shall  be  seven,  and  we  hereby  declare  the  following  are  the 
names  of  the  directors  elected  by  us  from  our  own  number,  to  constitute 
the  first  board  of  directors  of  said  company,  to  wit:  William  Chase, 
Isaac  Reynolds,  Rowland  Hughes,  David  M.  Dunn,  James  Brooks,  Ben¬ 
jamin  Reynolds,  and  Jacob  Merkle. 

In  witness  whereof,  we  have  hereunto  set  our  names  as  parties  to  the 
above  articles  and  subscribed  to  the  capital  stock  as  aforesaid,  this 
eighteenth  day  of  February,  1853. 

Signed  by  139  persons  subscribing  $51,600  of  capital  stock. 

Which  said  subscribers  did  thereupon  and  hereby  become  a  body  politic 
and  corporate,  in  perpetuity,  by  the  said  name  and  style  of  the  Logans¬ 
port  and  Pacific  Railroad  Company. 

And  whereas,  The  said  “  Logansport  and  Pacific  Railroad  Company  ” 
did  afterwards,  to  wit,  on  the  seventh  day  of  May,  1853,  by  a  resolution 
of  its  board  of  directors,  duly  passed  and  entered  upon  its  records,  change 
its  name  from  the  Logansport  and  Pacific  Railroad  Company  to,  and  did 
hereby  agree  upon  and  adopt  the  name  of  the  “  Logansport  and  Pacific 
Railway  Company.” 

And  whereas,  The  said  Logansport  and  Pacific  Railway  Company  did 
afterwards,  to  wit,  on  the  twelfth  day  of  September,  1854,  by  a  resolution 
of  its  board  of  directors,  duly  passed  and  entered  upon  its  records,  change 
its  name  from  the  Logansport  and  Pacific  Railway  Company  to,  and 
did  hereby  agree  upon  and  adopt  the  name  of  the  “  Logansport,  Peoria 
and  Burlington  Railway  Company.” 

And  whereas,  The  said  Logansport,  Peoria  and  Burlington  Railway 
Company  did  afterwards,  to  wit,  on  the  eleventh  day  of  June,  1858,  by 
a  resolution  of  its  board  of  directors,  duly  passed  and  entered  upon  its 
records,  change  its  name  from  the  Logansport,  Peoria  and  Burlington 
Railway  Company  to,  and  did  hereby  agree  upon  and  adopt  the  name 
of  the  “Toledo,  Logansport  and  Burlington  Railroad  Company.” 


516  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

And  whereas,  The  said  Toledo,  Logansport  and  Burlington  Radroad 
Company  did  afterwards,  on  the  thirteenth  day  of  January,  1859,  execute 
to  Andrew  V.  Stout,  of  the  city  of  New  York,  a  mortgage  or  deed  of 
trust  of  and  upon  their  said  railroad,  with  its  appurtenances  and  then- 
corporate  franchises  and  property  to  secure  the  payment  of  the  bonds  of 
the  said  company  to  the  amount  of  eight  hundred  thousand  dollars, 
dated  February  1st,  1859,  due  February  1st,  1884,  payable  at  the  Shoe 
and  Leather  Bank  in  the  city  of  New  York,  with  interest  at  seven  per 
cent,  per  annum,  payable  semi-annually  at  the  same  place,  subject  to 
certain  conditions,  limitations  and  trusts  in  said  deed  of  trust  or  mort¬ 
gage  mentioned. 

And  whereas,  The  said  Toledo,  Logansport  and  Burlington  Railroad 
Company  did,  on  the  first  day  of  April,  1859,  execute  another  mortgage 
of  their  said  railroad,  with  its  appurtenances,  and  their  corporate  fran¬ 
chises  and  property  to  Thomas  Williams,  Jr.,  trustee,  in  trust  to  secure 
the  payment  of  four  hundred  bonds  of  the  said  company,  of  even  date 
herewith,  payable  on  the  first  day  of  April,  1884,  at  the  Marine  Bank 
in  the  city  of  New  York,  each  for  the  sum  of  five  hundred  dollars,  with 
interest  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi-annually 
at  the  same  place,  subject  to  certain  trusts,  conditions  and  limitations  in 
said  deed  of  trust  or  mortgage  mentioned,  and  especially  to  the  prior 
lien  of  the  said  deed  of  trust  or  mortgage  to  the  said  Andrew  V.  Stout, 
trustee,  as  aforesaid. 

And  whereas,  The  said  Toledo,  Logansport  and  Burlington  Railroad 
Company  having  issued  and  sold  their  bonds,  secured  by  the  said  mort¬ 
gages,  did  afterwards  wholly  fail  to  make  payment  of  the  interest  stipu¬ 
lated  to  be  paid  in  the  manner  aforesaid  in  and  by  both  the  said  series 
of  bonds  and  the  deeds  of  trust  or  mortgages  aforesaid. 

And  whereas,  On  the  twenty-ninth  day  of  May,  1862,  m  and  before 
the  Circuit  Court  of  the  United  States  for  the  district  of  Indiana  in  a 
certain  cause  there  pending  in  chancery,  in  which  Morris  K.  Jesup  and 
others,  holders  of  a  portion  of  the  said  series  of  bonds,  of  date  April 
first,  1859,  and  Thomas  Williams,  Jr.,  the  trustee  aforesaid,  were  com¬ 
plainants,  and  the  said  Toledo,  Logansport  and  Burlington  Railway 
Company  was  defendant,  a  decree  was  made  and  passed  foreclosing  the 
equity  of  redemption  of  the  said  defendant  in  the  property  and  premises 
aforesaid  and  ordering  the  same  to  be  sold  by  a  commissioner  of  said 
court  for  that  purpose  appointed. 

And  whereas,  On  the  tenth  day  of  July,  1862,  pursuant  to  the  said  de¬ 
cree,  the  said  property  and  premises,  described  as  follows,  to  wit:  The 
railroad  of  the  Toledo,  Logansport  and  Burlington  Railroad  Company 
extending  from  the  city  of  Logansport,  in  the  county  of  Cass  and  state 
of  Indiana,  westward  through  the  counties  of  Cass,  White,  Jasper  and 
Newton  to  the  west  line  of  the  state  of  Indiana,  together  with  all  the  said 
company’s  line  of  railroad  or  railway,  right  of  way  and  all  its  rights, 
privileges  and  franchises  appertaining  to  said  railroad  or  railway,  in¬ 
cluding  its  surveys,  field  notes,  plans  and  profiles,  roadbed,  track,  sec¬ 
tions,  stations,  station  accommodations,  its  engines,  freight  and  passenger 
cars,  and  all  its  iron,  spikes*  chairs,  which  were  on  hand  at  the  day  of 


CORPORATE  HISTORY. 


517 


sale,  and  all  its  property,  moveable  and  immoveable,  appurtenant  to  or 
used  in  the  running  and  operating  of  the  railroad,  were  sold  by  David  G. 
Rose,  the  commissioner  aforesaid,  at  which  sale  we,  subscribers  to  these 
articles  of  association,  by  and  through  their  agent  and  trustee,  John  S. 
Kennedy,  became  the  purchasers  of  said  mortgaged  property,  premises, 
franchises  and  appurtenances,  which  were  on  the  same  day  by  the  said 
commissioner  conveyed  to  the  said  John  S.  Kennedy  by  deed  in  fee,  in 
trust  for  the  subscribers  to  these  articles  of  association. 

And  whereas,  The  said  John  S.  Kennedy  did,  on  the  thirty-first  day 
of  July,  1862,  by  his  deed  of  that  date,  declare  the  uses  and  trusts  afore¬ 
said,  and  did  convey  to  the  undersigned  the  property,  premises,  fran¬ 
chises  and  appurtenances  aforesaid  in  discharge  of  his  said  trust. 

Now,  therefore,  we  whose  names  are  subscribed  to  these  presents,  be¬ 
ing  the  purchasers  and  owners  of  the  said  railroad  property,  franchises 
and  appurtenances,  to  the  end  that  we  and  our  associates  and  successors 
may  hold,  own  and  possess  the  said  railroad,  property,  franchises  and 
appurtenances  so  purchased,  and  have  and  enjoy  all  the  rights,  privileges, 
franchises  and  immunities  of  the  said  Toledo,  Logansport  and  Burling¬ 
ton  Railroad  Company,  and  be  a  distinct  corporation,  with  all  the  rights, 
franchises,  powers  and  privileges  owned  and  held  by  the  said  company 
before  said  sale,  do,  according  to  the  form  of  the  statute  in  such  case 
made  and  provided,  form  and  constitute  ourselves  a  corporation,  under 
the  original  charter  or  articles  of  association  of  the  said  Toledo,  Logans¬ 
port  and  Burlington  Railroad  Company,  and  the  laws  applicable  thereto, 
and  do  adopt  the  following  articles  of  association,  to  wit: 

Article  I.  The  name  of  this  corporation  shall  be  the  Toledo,  Logans¬ 
port  and  Burlington  Railway  Company. 

Art.  II.  The  capital  stock  of  this  corporation  shall  be  one  million  of 
dollars,  divided  into  twenty  thousand  shares  of  fifty  dollars  each,  one-half 
of  which  shall  be  called  “  preferred  stock,”  and  the  other  half  shall  be 
called  “  common  stock,”  which  may  respectively  be  bought  and  paid  for 
as  hereinafter  provided.  The  amount  of  the  “  preferred  stock  ”  may  be 
increased  from  time  to  time  as  the  exigencies  of  the  company  may  require. 

Art.  III.  There  shall  be  nine  directors  to  manage  the  affairs  of  the 
company,  and  Morris  K.  Jesup,  John  S.  Kennedy,  Henry  G.  Stebbins, 
Edward  Weston,  A.  Morton  Ferris,  A.  G.  Trask,  H.  Theodore  Dortic, 
A.  Lockwood,  Warren  Ferris  are  hereby  appointed  such  directors,  who 
shall  continue  such  until  their  successors  are  duly  chosen. 

Art.  IV.  The  object  of  this  association  shall  be  to  own,  possess,  main¬ 
tain  and  use  the  railroad,  property,  franchises  and  appurtenances  herein¬ 
before  described  and  to  run  and  operate  the  said  railroad  extending  from 
the  city  of  Logansport,  in  the  county  of  Cass  and  state  of  Indiana, 
westward  through  the  counties  of  Cass,  White,  Jasper  and  Newton  to 
the  west  line  of  the  state  of  Indiana,  where  said  railroad  is  now  located, 
being  a  distance  of  about  sixty-one  miles. 

Art.  V.  The  principal  of  the  bonds  secured  by  the  mortgage  or  deed 
of  trust  dated  January  thirteenth,  1859,  to  Andrew  V.  Stout,  trustee 
hereinbefore  mentioned,  and  all  interest  thereon  to  accrue  and  to  become 
due  on  and  after  the  first  day  of  August,  1863,  shall  remain  a  prior  and 


518  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

first  lien  upon  the  railroad  and  property  aforesaid,  excepting  so  far  as 
the  same  is  modified  by  the  decree  hereinbefore  mentioned.  And  this 
corporation  shall,  by  a  resolution  to  be  entered  upon  its  records,  assume 
the  payment  of  the  principal  of  the  said  bonds  and  interest  to  accrue 
on  the  same,  as  above  stated,  and  in  all  elections,  and  in  all  other  matters 
upon  which  stockholders  are  entitled  to  vote,  the  holders  of  the  said 
bonds  shall  be  entitled  to  vote  upon  the  principal  of  the  same  in  the 
same  manner  and  to  the  same  extent  as  they  would  be  entitled  to  vote 
upon  an  equal  amount  of  stock. 

Art.  VI.  The  holders  of  the  interest  warrants  attached  to  the  bonds 
mentioned  in  the  preceding  article  up  to  and  including  those  to  become 
due  on  the  first  day  bf  February,  1863,  may  surrender  the  same  in  the 
purchase  of  and  payment  for  the  preferred  stock  above  mentioned,  for 
which  purpose  such  interest  warrants  and  interest  thereon  at  the  rate 
of  seven  per  cent,  per  annum  since  they  became  due  shall  be  received  at 
par.  The  bona  fide  holders  of  the  bonds  secured  by  the  said  mortgage 
or  deed  of  trust  to  Thomas  Williams,  Junior,  of  date  April  first,  1859, 
including  those  upon  which  the  said  decree  was  rendered  may  sur¬ 
render  the  same,  with  all  interest  warrants  and  interest  accrued  thereon 
since  the  same  became  due  at  the  rate  of  seven  per  cent,  per  annum, 
in  the  purchase  of  and  payment  for  the  said  preferred  stock,  for  which 
they  shall  be  allowed  at  and  after  the  rate  of  seventy-five  cents  to  the 
dollar  of  such  principal  and  interest.  The  said  preferred  stock  may  also 
be  subscribed  and  paid  for  in  money.  The  stock  provided  for  in  this 
article  shall  take  precedence  in  the  payment  of  dividends  over  the  stock 
in  the  next  article  mentioned,  which  later  shall  not  be  entitled  to 
dividends,  until  dividends  at  the  rate  of  seven  per  cent,  per  annum  shall 
be  declared,  and  with  their  accumulations  of  interest,  be  paid  on  the 
preferred  stock,  which  shall  be  declared  semi-annually  whether  paid  or 
not,  and  shall  draw  interest  from  the  time  they  are  declared  until  they 
shall  be  paid. 

Art.  VII.  The  bona  fide  holders  of  the  stock  of  the  Toledo,  Logans- 
port  and  Burlington  Railroad  Company  shall  be  entitled  to  surrender 
and  cancel  the  same  and  to  receive  in  lieu  thereof  an  equal  amount  of 
the  common  stock  provided  for  in  article  second. 

Art.  VIII.  This  corporation  shall  have  the  power  to  keep  and  carry 
out  the  contracts  entered  into  by  the  said  Toledo,  Logansport  and  Bur¬ 
lington  Railroad  Company  with  the  Buffalo  and  State  Line  Railway 
Company,  the  Cleveland,  Painesville  and  Ashtabula  Railroad  Company, 
the  Cleveland  and  Toledo  Railroad  Company,  the  Toledo  and  Wabash 
Railway  Company,  and  the  Peoria  and  Oquawka  Railroad  Company. 

We,  the  persons  whose  names  are  hereunto  subscribed,  with  the  places 
of  our  respective  residences,  being  the  purchasers  aforesaid,  do  hereby 
subscribe  for  and  agree  to  take  and  to  pay  for  the  number  of  shares 
of  stock  in  this  association  set  opposite  our  names  respectively. 

Witness  our  hands  this  twenty-second  day  of  September,  one  thousand 
eight  hundred  and  sixty-two. 

Signed  by  twenty-six  persons,  subscribing  6028  shares  of  preferred  stock. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana,  September  25, 
1862. 


CORPORATE  HISTORY. 


519 


CERTIFICATE  OF  ORGANIZATION. 

It  is  hereby  certified  and  made  known,  that,  on  the  first  day  of  April, 
1859,  the  Toledo,  Logansport  and  Burlington  Railroad  Company,  a  cor¬ 
poration  existing  in  the  state  of  Indiana,  under  the  laws  thereof,  executed 
a  mortgage  or  deed  of  trust  of  its  railroad,  property  and  franchises  to 
Thomas  Williams,  Jr.,  trustee,  in  trust  to  secure  the  payment  of  four 
hundred  bonds  of  said  company  of  even  date  therewith,  payable  on  the 
first  day  of  April,  1884,  at  the  Marine  Bank  in  the  city  of  New  York, 
each  for  the  sum  of  five  hundred  dollars,  with  interest  at  the  rate  of  seven 
per  cent,  per  annum,  payable  semi-annually  at  the  same  place,  and  that 
default  having  been  made  in  the  payment  of  the  interest  upon  the  bonds 
secured  by  said  mortgage  or  deed  of  trust,  a  certain  suit  in  chancery 
was  brought  in  the  United  States  Circuit  Court  for  the  district  of  Indiana, 
by  Morris  K.  Jesup  and  others,  holders  of  the  said  bonds,  and  Thomas 
Williams,  Jr.,  the  trustee  aforesaid,  against  said  corporation  for  the  fore¬ 
closure  of  said  mortgage  and  a  decree  of  foreclosure  obtained. 

That  pursuant  to  said  decree,  on  the  10th  day  of  July,  1862,  at  the  court 
house  door  in  the  city  of  Logansport,  Cass  county,  Indiana,  the  said 
railroad,  extending  from  Logansport  aforesaid  westward,  through  the 
counties  of  Cass,  White,  Jasper  and  Newton  to  the  west  line  of  the 
state  of  Indiana,  with  its  appurtenances,  property  and  franchises,  was 
sold  at  public  auction  by  David  G.  Rose,  a  commissioner  of  said  court; 
that  at  said  sale  the  following  named  persons,  by  John  S.  Kennedy,  their 
trustee,  became  the  purchasers  of  said  railroad,  property  and  franchises, 
to  wit:  Morris  K.  Jesup  and  John  S.  Kennedy,  composing  the  firm  of 
M.  K.  Jesup  &  Co;  A.  Morton  Ferris  and  Warren  Ferris,  composing 
the  firm  of  A.  Morton  Ferris  &  Bro.;Louis  De  Coppet,  Edward  Weston 
and  H.  Theodore  Dortic,  composing  the  firm  of  De  Coppet  &  Co.;  Ed. 
Du  Pasquier  and  Emil  Horandt,  composing  the  firm  of  Ed.  Du  Pasquier 
&  Co.;  Henry  Hopkins  and  George  P.  Payson,  composing  the  firm  of 
Hopkins  &  Co.;  Ferdinand  Rusch  and  Adolph  Rusch,  composing  the  firm 
of  F.  and  A.  Rusch;  Legrand  Lockwood,  Alfred  S.  Waite  and  James  M. 
Hartshorne,  composing  the  firm  of  Lockwood  &  Co.;  Frederick  Mar- 
quand,  Robert  Bayard,  Charles  L.  Frost,  Henry  G.  Stebbins,  E.  B.  Hart, 
Alfred  Lockwood,  Edmund  H.  Miller,  Benjamin  Nathan,  A.  B.  Baylis, 
A.  G.  Trask,  Edward  Blackburn,  Roupe  Brooking,  C.  Beckwith,  R.  T. 
Merrick,  Gilead  A.  Smith,  Theodore  T.  Wood,  and  the  Rogers  Locomo¬ 
tive  and  Machine  Works,  an  incorporated  company,  existing  in  the  state 
of  New  Jersey  under  the  laws  thereof,  to  whom  the  said  John  S.  Ken¬ 
nedy  has  conveyed  the  said  railroad,  property  and  franchises,  in  discharge 
of  his  said  trust;  that  the  said  purchasers  did,  on  the  twenty-second  day 
of  September,  1862,  form  and  constitute  themselves  a  corporation  by 
the  name  of  the  Toledo,  Logansport  and  Burlington  Railway  Company, 
with  a  capital  stock  of  one  million  of  dollars,  divided  into  twenty  thou¬ 
sand  shares  of  fifty  dollars  each;  that  the  persons  above  named  are  the 
holders  of  said  stock;  that  Morris  K.  Jesup,  John  S.  Kennedy,  Henry  G. 
Stebbins,  Edward  Weston,  Warren  Ferris,  A.  Morton  Ferris,  A.  G. 
Trask,  H.  Theodore  Dortic  and  A.  Lockwood  are  the  directors  of  said 
company,  and  that  John  S.  Kennedy  is  president,  J.  V.  H.  Lott  is  sec¬ 
retary,  and  J.  V.  H.  Lott  is  treasurer  thereof. 


520  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


In  witness  whereof,  this  certificate  is  signed  by  the  president,  and 
countersigned  by  the  secretary  of  said  company,  and  the  corporate  seal 
thereto  affixed  this  second  day  of  October,  1862. 

JOHN  S.  KENNEDY,  President. 

J.  V.  H.  LOTT,  Secretary. 

Recorded  in  Miscellaneous  Records,  Newton  county,  Indiana,  Record 
A,  page  99,  Oct.  7,  1862;  Cass  county,  Oct.  6,  1862,  vol.  1,  page  340. 

CERTIFICATE  OF  REORGANIZATION. 

Of  the  Toledo,  Logansport  and  Burlington  Railroad  Company  as 
the  Toledo,  Logansport  and  Burlington  Railway  Company. 

Be  it  known  that  we,  whose  names  are  hereunto  subscribed,  did,  at  a 
sale  made  by  David  G.  Rose,  a  commissioner  of  the  Circuit  Court  of 
the  United  States  for  the  district  of  Indiana,  on  the  tenth  day  of  July, 
1862,  pursuant  to  a  decree  of  said  court  in  a  certain  cause  there  pending, 
wherein  Morris  K.  Jesup  and  others  were  complainants  and  the  Toledo, 
Logansport  and  Burlington  Railroad  Company  was  defendant,  at  the 
court  house  door  in  the  city  of  Logansport,  in  the  county  of  Cass  and 
state  of  Indiana,  become  the  purchasers  of  the  following  described 
property,  appurtenances  and  franchises,  to  wit:  “The  railroad  of  the 
Toledo,  Logansport  and  Burlington  Railroad  Company,  extending  from 
the  city  of  Logansport,  in  the  county  of  Cass  and  state  of  Indiana,  west¬ 
ward  through  the  counties  of  Cass,  White,  Jasper  and  Newton  to  the 
west  line  of  the  state  of  Indiana;  together  with  all  the  said  company’s 
line  of  railroad  or  railway,  right  of  way,  and  all  its  rights,  privileges  and 
franchises  appertaining  to  said  railroad  or  railway,  including  its  surveys, 
field  notes,  plans  and  profiles,  roadbed,  track,  sections,  station  accom¬ 
modations,  its  engines,  freight  and  passenger  cars,  and  all  its  iron, 
spikes,  chairs,  which  were  on  hand  at  the  day  of  the  sale,  and  all  its 
property,  moveable  and  immoveable,  appurtenant  to  or  used  in  the  run¬ 
ning  and  operating  of  the  said  railroad,”  which  sale  was  made  under  and 
pursuant  to  a  decree  of  foreclosure  of  a  mortgage  made  by  said  Toledo, 
Logansport  and  Burlington  Railroad  Company  to  Thomas  Williams,  Jr., 
trustee,  in  trust  to  secure  the  payment  of  four  hundred  bonds  of  the 
said  company  of  five  hundred  dollars  each,  dated  the  first  day  of  April, 
1859,  payable  with  seven  per  cent,  per  annum  interest,  payable  semi¬ 
annually,  at  the  Marine  Bank  in  the  city  of  New  York,  and  the  prin¬ 
cipal  payable  at  the  same  place  on  the  first  day  of  April,  1884,  and  that 
we,  as  such  purchasers,  have  this  day  adopted  and  signed  articles  of 
association  constituting  ourselves  a  corporation  by  the  name  of  the 
Toledo,  Logansport  and  Burlington  Railway  Company;  that  we  have 
appointed  nine  directors  of  said  corporation,  whose  names  are  as  fol¬ 
lows,  to  wit:  Morris  K.  Jesup,  John  S.  Kennedy,  Henry  G.  Stebbins, 
Edward  Weston,  A.  Morton  Ferris,  Warren  Ferris,  A.  G.  Trask,  H. 
Theo.  Dortic,  A.  Lockwood,  who  are  to  continue  in  office  as  such 
directors  until  their  successors  are  duly  chosen,  not  exceeding  one  year, 
and  that  the  capital  stock  of  said  company  is  fixed  at  one  million  dollars, 
divided  into  twenty  thousand  shares  of  fifty  dollars  each. 


CORPORATE  HISTORY. 


52t 

In  witness  whereof,  we  have  subscribed  these  presents  this  twenty- 
second  day  of  September,  one  thousand  eight  hundred  and  sixty-two. 

Signed  by  twenty-five  persons. 

Filed  in  office  of  secretary  of  state  of  Indiana,  September  26,  1862. 


DEED. 

David  G.  Rose,  Commissioner,  to  John  S.  Kennedy,  Trustee. 

Dated  July  10,  1862. 

Conveying  property,  franchises,  etc.,  of  the  Toledo,  Logansport  and 

Burlington  Railroad  Company. 

Whereas,  On  or  about  the  sixteenth  day  of  October,  in  the  year 
eighteen  hundred  and  sixty-one,  Morris  K.  Jesup,  John  Kennedy,  A. 
Morton  Ferris,  Warren  Ferris,  Louis  De  Coppet,  Edward  Weston, 
Henry  Theodore  Dortic,  and  others,  filed  in  the  Circuit  Court  of  the 
United  States  for  the  district  of  Indiana,  their  bill  in  chancery  against 
the  Toledo,  Logansport  and  Burlington  Railroad  Company,  a  corpora¬ 
tion  formed  and  organized  under  the  laws  of  the  state  of  Indiana,  in 
which  said  bill  it  was  alleged,  among  other  things,  that  on  or  about  the 
first  day  of  April,  in  the  year  eighteen  hundred  and  fifty-nine,  the  said 
Toledo,  Logansport  and  Burlington  Railroad  Company  executed  a  cer¬ 
tain  deed  of  trust  or  mortgage  to  Thomas  Williams,  Jr.,  of  the  city  and 
state  of  New  York,  as  trustee,  upon  certain  trusts  in  said  indenture 
limited,  in  which  said  indenture  it  was,  among  other  things,  recited 
that,  whereas,  the  said  Toledo,  Logansport  and  Burlington  Railroad 
Company,  the  party  of  the  first  part  to  the.  said  indenture,  possessed 
power,  by  the  laws  of  the  state  of  Indiana,  to  construct  and  maintain 
a  railway  or  railroad  in  said  state,  from  the  city  of  Logansport,  on  the 
Wabash  river,  to  the  east  line  of  the  state  of  Illinois;  and  whereas,  said 
first  party  had  theretofore  issued  nine  hundred  and  fifty  bonds,  all  of  the 
same  date,  to  wit,  February  first,  one  thousand  eight  hundred  and  fifty- 
nine,  six  hundred  and  fifty  of  which  bonds  were  each  for  the  payment 
of  one  thousand  dollars,  and  three  hundred  were  for  the  payment  of 
five  hundred  dollars  each,  the  payment  of  which  bonds  was  secured  by 
a  mortgage  or  deed  of  trust  on  said  first  party’s  railroad  or  railway, 
from  the  city  of  Logansport,  in  the  state  of  Indiana,  to  the  west  line  of 
said  state,  bearing  date  the  first  day  of  February,  one  thousand  eight 
hundred  and  fifty-nine,  to  Andrew  V.  Stout,  of  the  city  of  New  York, 
as  trustee,  for  the  purpose  of  supplying  means  for  the  completion  of  said 
railroad  or  railway,  and  said  first  party  was  about  to  issue  four  hundred 
more  bonds,  all  of  the  same  tenor  and  date,  bearing  date  the  first  day  of 
April,  one  thousand  eight  hundred  and  fifty-nine,  numbered  from  one 
to  four  hundred,  both  inclusive,  each  for  the  payment  of  five  hundred 
dollars,  at  the  banking  house  of  the  Marine  Bank  in  the  city  of  New 
York,  on  the  first  day  of  April,  one  thousand  eight  hundred  and  eighty- 
four,  but  subject  nevertheless  to  the  said  nine  hundred  and  fifty  bonds 
first  above  mentioned,  and  the  said  deed  of  trust  or  mortgage  to  the  said 
Andrew  V.  Stout  as  above  mentioned,  with  interest  at  the  rate  of  seven 


522  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


per  centum  per  annum,  payable  half-yearly  on  the  several  first  days  of 
April  and  October  of  each  and  every  year.  To  the  end,  therefore,  of 
securing  the  payment  of  the  respective  sums  of  interest  and  principal 
contained  in  said  four  hundred  bonds,  said  first  party  did  hereby  grant, 
bargain  and  sell  to  the  said  Thomas  Williams,  Jr.,  all  and  singular  its 
railroad  or  railway  and  its  line  of  railroad  or  railway,  lying  between  said 
city  of  Logansport  and  the  east  line  of  the  state  of  Illinois,  together 
with  all  said  first  party’s  right  of  way,  and  all  its  other  rights,  privileges 
and  franchises,  in,  upon  or  pertaining  to  said  railway  or  railroad,  in¬ 
cluding  its  surveys,  field  notes,  plans  and  profiles,  its  roadbed,  made  or  to 
be  made,  its  tracks,  its  sections,  stations  and  station  accommodations,  its 
engines,  freight  and  passenger  cars,  all  iron,  spikes,  chairs,  ties  and  other 
materials  now  on  hand  or  which  might  thereafter  be  acquired  for  the 
construction  of  the  track  of  said  road,  and  likewise  the  benefit  of  all 
contracts  which  the  first  party  had  made  or  might  make  touching  the 
construction  and  operating  the  same,  especially  the  benefit  of  all  con¬ 
tracts  which  were  or  might  be  made  with  the  Peoria  and  Oquawka  Rail¬ 
road  Company  for  the  use  of  said  railroad,  so  far  as  the  right  to  receive 
the  portion  of  moneys  which  might  be  due  for  such  use,  as  thereinafter 
mentioned,  and  also  subject  to  the  contracts  entered  into  between  the 
party  of  the  first  part  and  the  Toledo  and  Wabash,  Cleveland  and  Toledo, 
Cleveland,  Painesville  and  Ashtabula,  and  the  Buffalo  and  State  Line 
Railroad  Companies,  bearing  date  the  28th  day  of  December,  1858,  in¬ 
tending  thereby  to  convey  to  said  second  party  all  and  eye**y  right  and 
interest  which  the  first  party  then  had,  or  might  thereafter  acquire,  in 
the  above  described  railway  or  railroad,  being  a  distance  of  about  sixty- 
one  miles,  and  lying  between  the  city  of  Logansport,  in  the  state  of 
Indiana,  and  the  east  line  of  the  state  of  Illinois;  to  have  and  to  hold 
the  same  to  him,  the  said  Thomas  Williams,  Junior,  and  his  successors 
in  said  trust,  in  fee  simple  forever,  subject  to  and  upon  the  trusts  there¬ 
inafter  limited  and  defined,  and  excepting  also  the  rights  of  the  Peoria 
and  Oquawka  Railroad  Company  to  the  use  of  the  said  railroad  by 
reason  of  their  contract  or  lease  aforesaid;  and  providing  further,  that 
in  case  default  should  be  made  in  the  payment  of  the  principal  or  the 
accruing  interest  on  any  of  the  four  hundred  bonds  for  a  period  of 
ninety  days  after  the  same,  or  any  of  the  same,  should  become  due  and 
payable,  it  should  be  lawful  for  the  said  trustee,  or  his  authorized  agent 
(the  same  default  continuing),  to  enter  upon  and  take  possession  of  the 
premises  thereby  conveyed,  and  by  him  or  his  agent  to  use,  operate  and 
manage  the  same  in  such  manner  as  he  should  judge  the  interest  of  said 
bondholders  might  require,  and  that  said  trustee  was  authorized,  on  the 
continuance  of  such  default  for  the  period  of  six  months,  on  the  written 
request  of  a  majority  of  the  bondholders,  to  sell  said  premises  thereby 
granted  or  any  part  thereof,  subject  to  the  said  contracts  with  the  said 
Toledo  and  Wabash,  Cleveland  and  Toledo,  Cleveland,  Painesville  and 
Ashtabula,  and  Buffalo  and  State  Line  Railroad  Companies  for  the  pur¬ 
poses  of  said  trust,  such  sale  to  be  made  at  public  vendue  at  Logansport, 
in  the  state  of  Indiana,  without  appraisal,  to  the  highest  bidder,  either 
for  cash,  or  for  credit  not  exceeding  two  years. 


CORPORATE  HISTORY. 


523 


And  whereas,  in  the  said  bill  it  was  further  alleged,  that  on  or  about 
the  first  day  of  April,  1859,  the  said  Toledo,  Logansport  and  Burlington 
Railroad  Company  issued  their  bonds  under  their  corporate  seal,  signed 
by  their  president  and  countersigned  by  their  secretary,  of  the  number 
and  amount,  and  drawing  interest,  and  payable  in  all  respects  as  set  forth 
in  said  deed  of  trust  or  mortgage,  and  offered  the  said  bonds  for  sale 
in  the  market,  the  same  being  payable  to  bearer  and  transferable  on 
delivery,  and  that  the  said  Morris  K.  Jesup  and  John  S.  Kennedy  became 
the  purchasers,  and  were  then  the  holders  and  owners  of  fifty-five  of 
said  bonds,  and  that  the  said  'A.  Morton  Ferris  and  Warren  Ferris  be¬ 
came  the  purchasers  and  were  then  the  holders  and  owners  of  six  of 
said  bonds,  and  that  the  said  Louis  De  Coppet,  Edward  Weston  and 
Henry  Theodore  Dortic  became  the  purchasers  and  were  then  the  hold¬ 
ers  and  owners  of  forty  of  said  bonds,  and  that  the  said  complainants 
brought  their  bill  as  well  on  behalf  of  themselves  as  of  all  bona  fide 
holders  of  any  of  said  series  of  bonds,  if  the}'  would  come  in  and  make 
themselves  parties  thereto,  and  contribute  to  the  expenses  thereof,  with 
the  right  of  such  holders  to  participate  equally  with  said  complainants, 
in  proportion  to  the  amount  or  number  of  the  bonds  held  by  them 
respectively  in  the  proceeds  of  the  sale  of  said  property,  and  in  all  other 
benefits  to  be  derived  from  or  obtained  under  said  bill.  And  it  was 
charged  in  the  said  bill,  that  the  said  Toledo,  Logansport  and  Burlington 
Railroad  Company  had  wholly  made  default  in  the  payment  of  the  in¬ 
terest  which  had  become  due  upon  said  bonds,  according  to  the  tenor 
and  effect  thereof,  and  that  no  part  of  the  principal  or  interest  thereof 
had  been  paid,  and  that  the  said  corporation  had  otherwise  failed  to  com¬ 
ply  with  the  conditions  of  said  indenture.  And  the  said  complainants, 
in  and  by  their  said  bill,  prayed  that  an  account  might  be  taken  of  the 
amounts  due  to  said  complainants  respectively  and  unpaid,  upon  the 
several  bonds  held  by  the  said  complainants,  whether  for  principal  or 
interest,  and  that  the  said  defendant  be  decreed  forthwith  to  pay  the 
same  to  the  said  complainants;  that  for  the  default  of  the  said  defend¬ 
ants  in  paying  the  moneys  which  had  become  due  said  complainants, 
and  in  the  performance  of  the  other  conditions  in  said  indenture  con¬ 
tained,  the  equity  of  redemption  of  the  said  defendant  in  the  said  mort¬ 
gaged  premises  be  foreclosed,  and  that  the  said  defendant  be  perpetually 
enjoined  and  precluded  from  having  or  asserting  any  further  right  or 
interest  in  and  to  the  said  mortgaged  premises.  And  that  the  said 
Toledo,  Logansport  and  Burlington  Railroad,  with  all  its  fixtures,  ap¬ 
purtenances,  property  and  franchises,  as  mentioned  in  said  indenture  of 
mortgage,  be  ordered  and  decreed  to  be  sold,  without  valuation  or 
appraisement,  subject  to  the  rights  of  the  said  Peoria  and  Oquawka 
Railroad  Company,  Toledo  and  Wabash  Railway  Company,  Cleveland 
and  Toledo  Railroad  Company,  Cleveland,  Painesville  and  Ashtabula 
Railroad  Company,  and  Buffalo  and  State  Line  Railroad  Company,  if 
any  they  had  in  said  premises  and  property,  and  that  out  of  the  proceeds 
arising  from  said  sale,  said  complainants  be  paid  the  amount  of  the 
interest  due  and  the  principal  of  the  bonds  held  by  them  respectively. 
And  whereas,  afterwards,  to  wit,  at  the  May  term,  1862,  of  the  said  court, 


524  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


the  said  complainants  amended  their  said  bill  by  making  the  said  Thomas 
Williams,  Jr.,  trustee  as  aforesaid,  a  complainant  thereto.  And  the  said 
defendants  filed  their  answer  and  cross  bill,  as  well  against  the  said  com¬ 
plainants  as  against  Frederick  Marquand,  Robert  Bayard,  Charles  L. 
Frost,  Edward  Du  Pasquier,  H.  G.  Stebbins,  E.  B.  Ffart,  Alfred  Lock- 
wood,  Ffenry  Hopkins,  George  Payson,  Edward  H.  Miller,  F.  &  A.  Rusch, 
Benjamin  Nathan,  Legrand  Lockwood,  Alfred  S.  Waite,  A.  B.  Baylis, 
and  Asa  G.  Trask,  alleging  certain  rights  and  equities,  and  praying  cer¬ 
tain  relief  in  the  premises,  to  which  the  several  defendants  therein  ap¬ 
peared  and  filed  their  answers.  And  whereas,  upon  the  hearing  of  the 
said  cause  in  and  before  the  court  aforesaid,  at  the  term  aforesaid,  it 
was  by  said  court,  among  other  things,  ordered,  adjudged  and  decreed 
that  there  were  then  due  and  owing  from  the  said  Toledo,  Logansport 
and  Burlington  Railroad  Company  to  the  said  complainants,  Morris  K. 
Jesup  and  John  S.  Kennedy,  for  interest  upon  fifty-five  of  the  bonds  of 
the  said  Toledo,  Logansport  and  Burlington  Railroad  Company,  secured 
by  the  mortgage  in  said  bill  mentioned,  which  bonds  were  numbered 
from  number  seventy-five  to  number  eighty-nine,  both  inclusive,  and 
from  number  two  hundred  and  two  to  number  two  hundred  and  forty- 
one,  both  inclusive,  and  were  then  held  by  the  said  Morris  K.  Jesup  and 
John  S.  Kennedy,  the  sum  of  four  thousand  four  hundred  and  eight 
dollars,  which,  together  with  the  principal  of  said  bonds  so  held  by  them,, 
amounted  to  the  sum  of  thirty-one  thousand  nine  hundred  and  eight 
dollars,  to  which  sum,  with  interest  from  that  date,  the  said  Morris  K. 
Jesup  and  John  S.  Kennedy  were  entitled  in  full  or  pro  rata,  as  the  case 
might  be,  out  of  the  proceeds  of  the  sale  of  the  said  mortgaged  premises. 
And  it  was  further  ordered,  adjudged  and  decreed  that  there  was  then  due 
and  owing  from  the  said  Toledo,  Logansport  and  Burlington  Railroad 
Company  to  the  said  complainants,  A.  Morton  Ferris  and  Warren  Fer¬ 
ris,  for  interest  upon  six  of  the  bonds  of  the  said  Toledo,  Logansport 
and  Burlington  Railroad  Company,  secured  by  the  mortgage  in  the  said 
bill  mentioned,  which  bonds  were  numbered  from  number  two  hundred 
and  forty-two  to  number  two  hundred  and  forty-seven,  both  inclusive, 
and  were  then  held  by  the  said  A.  Morton  Ferris  and  Warren  Ferris, 
the  sum  of  four  hundred  and  forty-six  dollars  and  eighty  cents,  which, 
together  with  the  principal  of  said  bonds  so  held  by  them,  amounted 
to  the  sum  of  three  thousand  four  hundred  and  forty-six  dollars  and 
eighty  cents,  to  which  sum,  with  interest  from  that  date,  the  said  A. 
Morton  Ferris  and  Warren  Ferris  were  entitled  in  full  or  pro  rata,  as 
the  case  might  be,  out  of  the  proceeds  of  the  sale  of  the  mortgaged 
premises.  And  it  was  further  ordered,  adjudged  and  decreed  that  there 
were  then  due  and  owing  from  the  said  Toledo,  Logansport  and  Burr 
lington  Railroad  Company  to  the  said  complainants,  Louis  De  Coppet, 
Edward  Weston  and  Henry  Theodore  Dortic,  for  interest  upon  forty 
of  the  bonds  of  the  said  Toledo,  Logansport  and  Burlington  Railroad 
Company  secured  by  the  said  mortgage  in  the  bill  mentioned,  which 
bonds  were  numbered  from  number  two  hundred  and  forty-eight  to  two 
hundred  and  eighty-seven,  both  inclusive,  which  were  held  by  them,  the 
sum  of  two  thousand  nine  hundred  and  eighty-six  dollars  and  thirty- 


CORPORATE  HISTORY. 


525 


eight  cents,  which,  together  with  the  principal  of  the  said  bonds  so  held 
by  them,  amounted  to  the  sum  of  twenty-two  thousand  nine  hundred 
and  eighty-six  dollars  and  thirty-eight  cents,  to  which  sum,  with  interest 
from  that  date,  the  said  Louis  De  Coppet,  Edward  Weston  and  Henry 
Theodore  Dortic  were  entitled  in  full  or  pro  rata,  as  the  case  might  be, 
out  of  the  proceeds  of  the  sale  of  the  said  mortgaged  premises.  And  it 
was  further  ordered,  adjudged  and  decreed  that  the  said  defendant,  the 
Toledo,  Logansport  and  Burlington  Railroad  Company,  do  forthwith 
pay  to  the  said  complainants  the  amounts  severally  adjudged  to  be  due 
to  them  for  interest  as  aforesaid.  And  it  was  further  ordered,  adjudged 
and  decreed  that  for  the  default  of  the  said  defendant,  the  Toledo,  Lo¬ 
gansport  and  Burlington  Railroad  Company,  in  the  payment  of  the  in¬ 
terest  aforesaid,  the  equity  of  redemption  of  the  said  defendant  in  the 
said  mortgaged  premises  be  foreclosed,  and  that  the  said  mortgaged 
premises,  to  wit,  the  railroad  of  the  said  defendant,  the  Toledo,  Logans¬ 
port  and  Burlington  Railroad  Company,  extending  from  the  city  of 
Logansport,  in  the  county  of  Cass,  in  the  state  and  district  of  Indiana, 
westward  through  the  counties  of  Cass,  White,  Jasper  and  Newton,  to 
the  west  line  of  the  state  of  Indiana,  together  with  all  the  said  com¬ 
pany’s  line  of  railroad  or  railway,  right  of  way,  and  all  its  rights, 
privileges  and  franchises  appertaining  to  said  railroad  or  railway, 
including  its  surveys,  field  notes,  plans  and  profiles,  roadbed,  track, 
sections,  stations,  station  accommodations,  its  engines,  freight  and  pas¬ 
senger  cars,  and  all  its  iron,  spikes,  chairs,  which  now  are  or  shall  be  on 
hand  at  the  day  of  sale,  and  all  its  property,  moveable  and  immoveable, 
appurtenant  to  or  used  in  the  running  and  operating  of  the  said  railroad, 
be  sold  at  public  auction  to  the  highest  bidder  for  cash,  without  any 
benefit  or  relief  from  valuation  or  appraisement  laws;  that  said  sale  be 
made  at  the  door  of  the  court  house  in  the  city  of  Logansport;  that 
previous  to  such  sale  the  commissioner  appointed  to  make  the  same, 
give  notice  of  the  time,  place  and  terms  of  said  sale,  by  advertising  the 
same  at  least  three  weeks  in  a  weekly  newspaper  printed  and  published 
in  the  city  of  Logansport.  And  it  was  ordered,  adjudged  and  decreed 
that  David  G.  Rose  be  appointed  a  commissioner  to  make  said  sale. 
And  it  was  further  ordered,  adjudged  and  decreed  that  the  sale  of  the 
said  mortgaged  premises  and  property,  and  everything  in  said  decree 
contained  or  provided  for,  should  be  subject  to  certain  rights  and  equi¬ 
ties  which  were  thereby  expressly  reserved,  and  in  said  decree  par¬ 
ticularly  mentioned  and  set  forth,  among  which  was  this,  to  wit,  that 
said  sale  should  be  made  subject  to  the  rights  of  the  holders  of  the  bonds 
of  the  said  Toledo,  Logansport  and  Burlington  Railroad  Company, 
secured  by  the  mortgage  or  deed  of  trust  first  in  the  mortgage  made  an 
exhibit  to  the  complainant’s  bill  mentioned,  dated  the  thirteenth  day  of 
January,  1859,  to  secure  the  payment  of  nine  hundred  and  fifty  bonds, 
dated  the  first  day  of  February,  in  the  year  last  aforesaid,  amounting  in 
the  aggregate  to  the  sum  of  eight  hundred  thousand  dollars,  exclusive 
of  interest,  except  so  far  as  the  rights  of  the  said  bondholders  were 
changed  or  modified  by  the  terms  of  the  agreement  set  forth  in  the 
defendant’s  cross  bill  as  exhibit  “  H  ”;  and  it  was  further,  among  other 


526  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

things,  ordered,  adjudged  and  decreed  that  said  sale  should  be  made 
subject  to  the  rights  of  the  Buffalo  and  State  Line  Railroad  Company,  the 
Cleveland,  Painesville  and  Ashtabula  Railroad  Company,  the  Cleveland 
and  Toledo  Railroad  Company,  the  Toledo  and  Wabash  Railway  Com¬ 
pany,  and  the  Peoria  and  Oquawka  Railroad  Company,  under  the  pro¬ 
visions  of  their  contracts  with  the  said  Toledo,  Logansport  and  Burling¬ 
ton  Railroad  Company  mentioned  in  the  several  mortgages. 

And  whereas,  I,  David  G.  Rose,  the  commissioner  aforesaid,  did,  in. 
pursuance  of  and  in  compliance  with  said  decree,  cause  to  be  published, 
in  the  Logansport  Journal,  a  weekly  newspaper,  printed  and  published 
in  the  said  city  of  Logansport,  an  advertisement,  giving  notice  that  I 
would,  as  such  commissioner,  on  the  tenth  day  of  July,  eighteen  hundred 
and  sixty-two,  between  ten  o’clock  A.  M.  and  four  o’clock  P.  M.,  at  the 
door  of  the  court  house  in  the  city  of  Logansport,  Cass  county,  Indiana, 
offer  for  sale  at  auction  to  the  highest  bidder  for  cash,  without  valuation 
or  appraisement,  the  rents  and  profits  for  seven  years,  of  the  premises 
and  property  aforesaid,  and  that  if  the  same  should  fail  to  sell  for  a  suffi¬ 
cient  sum,  I  would  at  the  same  time  and  place,  and  in  like  manner,  offer 
for  sale  the  fee  simple,  that  is  to  say,  all  the  right,  title,  interest  and  claim 
of  the  said  Toledo,  Logansport  and  Burlington  Railroad  Company  in 
and  to  the  property  and  premises  aforesaid;  that  said  sale  would  be 
made  under  and  pursuant  to  a  decree  of  the  United  States  Circuit  Court 
for  the  district  of  Indiana,  rendered  on  the  twenty-ninth  day  of  May, 
1862,  in  favor  of  Morris  K.  Jesup  and  others  against  the  said  Toledo, 
Logansport  and  Burlington  Railroad  Company  for  the  foreclosure  of  a 
mortgage,  executed  by  the  said  company  to  Thomas  Williams,  Jr.,  in 
trust,  to  secure  the  payment  of  the  bonds  of  said  company,  to  the  amount 
of  two  hundred  thousand  dollars,  dated  the  first  day  of  April,  1859,  pay¬ 
able  on  the  first  day  of  April,  1884,  with  interest  at  seven  per  cent,  per 
annum,  payable  semi-annually  in  the  city  of  New  York,  and  also  that 
said  sale  would  be  made  subject  to  the  rights  and  equities  of  the  holders 
of  the  bonds  of  said  company,  secured  by  a  mortgage  or  deed  of  trust  to> 
Andrew  V.  Stout,  trustee  in  trust,  to  secure  the  payment  of  bonds  of 
said  company,  to  the  amount  of  eight  hundred  thousand  dollars,  dated  the 
first  day  of  February,  1859,  and  payable  on  the  first  day  of  February, 
1884,  with  interest  at  seven  per  cent,  per  annum,  payable  semi-annually 
in  the  city  of  New  York  (which  mortgage  was  recorded  in  the  recorder’s, 
office  of  said  county  of  Cass),  excepting  so  far  as  the  rights  of  said 
bondholders  were  modified  by  the  said  decree  of  foreclosure,  whereby 
they  were  subject  to  the  claims  of  certain  creditors  of  said  company,  in 
said  decree  mentioned,  as  by  reference  to  said  decree  would  appear,  and 
subject  also  to  the  rights  and  equities  of  the  Buffalo  and  State  Line  Rail¬ 
road  Company,  the  Cleveland,  Painesville  and  Ashtabula  Railroad  Com- 
pany,  the  Cleveland  and  Toledo  Railroad  Company,  and  the  Toledo  and 
W  abash  Railroad  Company,  and  the  Peoria  and  Oquawka  Railroad 
Company,  under  the  provisions  of  certain  contracts  between  them  and 
said  Toledo,  Logansport  and  Burlington  Railroad  Company  in  said 
moitgage  mentioned,  to  which  reference  was  made  for  greater  certainty. 


CORPORATE  HISTORY. 


527 


which  advertisement  was  printed  and  published  in  said  newspaper  for 
three  weeks  successively  previous  to  the  day  therein  mentioned,  for  the 
sale  of  the  said  mortgaged  property  and  premises,  and  afterwards,  to 
wit,  on  the  tenth  day  of  July,  1862,  between  the  hours  aforesaid,  at  the 
door  of  the  court  house  in  the  city  of  Logansport  aforesaid,  I,  David  G. 
Rose,  the  commissioner  aforesaid,  did,  pursuant  to  said  decree  and  ad¬ 
vertisement,  offer  for  sale,  at  public  auction  to  the  highest  bidder  for 
cash,  the  rents  and  profits  for  seven  years,  of  the  mortgaged  property 
and  premises  aforesaid  without  receiving  any  bid  therefor,  whereupon 
I  did  then  and  there,  thereafter  and  between  the  same  hours,  in  like 
manner  offer  for  sale  the  fee  simple,  that  is  to  say,  all  the  right,  title, 
interest  and  claim  of  the  said  Toledo,  Logansport  and  Burlington  Rail¬ 
road  Company  in  and  to  the  property  and  premises  aforesaid,  upon  the 
conditions  and  subject  to  the  rights  and  equities  in  the  said  decree  and 
advertisement  mentioned,  at  which  offer  and  exposure  to  sale,  John  S. 
Kennedy,  as  trustee  in  trust,  as  set  forth  in  the  agreement,  dated  April 
9th,  1862,  made  an  exhibit  to  said  cross  bill,  as  exhibit  H,  bid  the  sum 
of  five  hundred  dollars,  and  no  persjon  bidding  any  more,  and  the  said 
John  S.  Kennedy,  trustee  in  trust  as  aforesaid,  being  the  highest  bidder, 
the  said  mortgaged  property  and  premises  were  then  and  there  by  me, 
as  such  commissioner,  openly  struck  off  and  sold  at  public  auction  and 
outcry,  at  and  for  the  price  and  sum  aforesaid  to  the  said  John  S.  Ken¬ 
nedy,  trustee,  for  the  uses  and  purposes  and  in  manner  aforesaid. 

Now,  therefore,  I  ,  the  said  David  G.  Rose,  the  commissioner  afore¬ 
said,  in  consideration  of  the  premises  aforesaid,  and  of  the  said  sum  of 
five  hundred  dollars  to  me  in  hand  paid,  the  receipt  of  which  is  hereby 
acknowledged,  have,  and  by  these  presents  do  sell,  assign,  transfer  and 
convey  unto  the  said  John  S.  Kennedy,  trustee,  his  heirs  and  assigns, 
for  the  uses  and  purposes,  and  in  trust,  as  aforesaid,  the  said  mortgaged 
property  and  premises,  and  all  the  right,  title,  claim,  interest,  franchises 
and  appurtenances  thereunto  belonging,  of  the  said  Toledo,  Logansport 
and  Burlington  Railroad  Company,  to  have  and  to  hold  the  same  to  the 
said  John  S.  Kennedy,  trustee,  for  the  uses  and  purposes,  and  subject 
to  the  rights  and  equities  aforesaid. 

In  witness  whereof,  I,  the  said  David  G.  Rose,  as  such  commissioner, 
have  hereunto  set  my  hand  and  seal  this  tenth  day  of  July,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  sixty-two. 

DAVID  G.  ROSE,  Commissioner,  [seal] 

Acknowledged  before  Charles  B.  Lasselle,  notary  public,  Cass  county, 
Indiana,  July  10,  1862. 

Recorded  in  Deed  Records  following  counties  in  Indiana:  Newton, 
April  9,  1863,  vol.  2,  page  353;  Cass,  Aug.  7,  1862,  vol.  V,  page  31;  White, 
Sept.  13,  1862,  vol.  14,  page  328;  Jasper,  Oct.  25,  1862,  vol.  13,  page  139. 


528  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

DEED. 

John  S.  Kennedy,  Trustee,  to  Frederick  Marquand,  Robert 
Bayard,  Morris  K.  Jesup  and  Others. 

Dated  July  31,  1862. 

% 

Conveying  the  railroad,  properties,  franchises,  etc.,  of  the  Toledo,  Logans- 

porl  and  Burlington  Railroad  Company. 

This  indenture,  made  this  31st  day  of  July,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  sixty-two,  between  John  S.  Kennedy, 
party  of  the  first  part,  and  Frederick  Marquand,  Robert  Bayard,  Morris 
K.  Jesup  and  John  S.  Kennedy,  composing  the  firm  of  M.  K.  Jesup  & 
Co.;  A.  Morton  Ferris  and  Warren  Ferris,  composing  the  firm  of  A.  M. 
Ferris  &  Bro.;  Charles  L.  Frost,  Louis  De  Coppet,  Edward  Weston 
and  H.  Theodore  Dortic,  composing  the  firm  of  De  Coppet  &  Co.;  Ed. 
Du  Pasquier  and  Emil  Horandt,  composing  the  firm  of  Ed.  Du  Pasquier 
&  Co.;  Henry  G.  Stebbins,  E.  B.  Hart,  Alfred  Lockwood,  Henry  Hop¬ 
kins  and  George  P.  Payson,  composing  the.  firm  of  Hopkins  &  Co.: 
Edmund  H.  Miller,  Ferdinand  Rusch  and  Adolph  Rusch,  composing  the 
firm  of  F.  and  A.  Rusch;  Benjamin  Nathan,  Le  Grand  Lockwood,  Al¬ 
bert  S.  Waite,  and  Janies  M.  Hartshorne,  composing  the  firm  of  Lock- 
wood  &  Co.;  A.  B.  Baylis,  A.  G.  Trask,  Edward  Blackburn,  Roupe  Brook¬ 
ing,  C.  Beckwith,  R.  T.  Merrick,  Gilead  A.  Smith,  Theodore  T.  Wood, 
and  the  Rogers  Locomotive  and  Machine  Works,  a  company  duly  in¬ 
corporated  by  the  laws  of  state  of  New  Jersey,  parties  of  the  second  part, 
witnesseth: 

That  whereas,  The  said  party  of  the  first  part  did,  at  a  public  sale, 
made  by  David  G.  Rose,  a  commissioner  under  and  pursuant  to  a  decree 
in  chancery  of  the  United  States  Circuit  Court  for  the  district  of  Indiana, 
in  a  certain  cause  there  pending,  wherein  Morris  K.  Jesup  and  others 
were  complainants,  and  the  Toledo,  Logansport  and  Burlington  Railroad 
Company  was  defendant,  at  the  court  house  door  in  the  city  of  Logans¬ 
port,  in  the  county  of  Cass,  in  the  state  of  Indiana,  on  the  tenth  day  of 
July,  in  the  year  aforesaid,  purchase  the  railroad  or  railway  of  the  said 
Toledo,  Logansport  and  Burlington  Railroad  Company,  including  its 
line  of  railroad  or  railway,  lying  between  the  city  of  Logansport  afore¬ 
said  and  the  west  line  of  the  state  of  Indiana,  being  a  distance  of  about 
sixty-one  miles,  extending  into  or  through  the  counties  of  Cass,  White, 
Jasper  and  Newton,  in  the  state  of  Indiana;  together  with  all  the  right 
of  way  of  the  said  Toledo,  Logansport  and  Burlington  Railroad  Com¬ 
pany,  and  all  its  other  rights,  privileges,  appurtenances  and  franchises 
in  and  upon  or  pertaining  to  said  railroad  or  railway,  its  surveys,  field 
notes,  plans,  profiles,  its  roadbed,  its  tracks,  its  stations,  station  accommo¬ 
dations,  sections,  its  engines,  freight  and  passenger  cars,  all  iron,  spikes, 
chairs,  ties  and  other  materials  used  in  the  construction  and  operation 
of  the  said  railroad  or  railway. 

And  whereas,  Ihe  said  railroad,  property,  franchises  and  appurtenances 
were  on  the  day  and  year  aforesaid,  by  the  said  David  G.  Rose,  as  such 
commissioner,  conveyed  to  the  said  party  of  the  first  part,  by  deed  in  fee. 


CORPORATE  HISTORY. 


529 


upon  certain  trusts  in  the  said  deed  mentioned,  to  which  reference  is 
here  made  for  greater  certainty. 

Now,  therefore,  the  said  party  of  the  first  part  doth,  by  these  presents, 
declare  and  make  known,  that  the  said  purchase  was  made  for  the  use  of 
and  in  trust  for  the  said  parties  of  the  second  part,  and  all  others  who 
shall  become  stockholders  in  the  corporation  to  be  formed  and  organized 
for  the  purpose  of  holding,  owning,  possessing,  maintaining,  using  and 
operating  the  said  railroad  or  railway,  including  the  said  party  of  the 
first  part.  And  the  said  party  of  the  first  part,  in  consideration  of  the 
premises,  and  of  the  sum  of  one  dollar  to  him  in  hand  paid,  the  receipt 
of  which  is  hereby  acknowledged,  doth  hereby  sell,  assign,  transfer  and 
convey  to  the  said  parties  of  the  second  part,  all  the  property,  franchises 
and  appurtenances  by  him  so  purchased  as  aforesaid,  that  is  to  say,  the 
right  by  him  so  acquired  therein,  but  no  more  or  greater  right.  To 
have  and  to  hold  the  same  to  them,  the  said  parties  of  the  second  part, 
their  heirs,  assigns,  successors  and  associates,  including  the  said  party 
of  the  first  part,  for  the  uses  and  purposes  aforesaid  forever. 

In  witness  whereof,  the  said  party  of  the  first  part  hath  hereunto  set  his 
hand  and  seal  the  day  and  year  first  above  written. 

Duly  acknowledged  before  J.  P.  Gerard  Foster,  notary  public,  New 
York  City,  August  1,  1862. 

JOHN  S.  KENNEDY,  [seal] 

Recorded,  Cass  county,  Ind.,  August  7,  1862,  Deed  Record  V,  page  40. 


COLUMBUS  AND  INDIANA  CENTRAL  RAILWAY 

COMPANY.1 

ARTICLES  OF  CONSOLIDATION. 

Between  the  Columbus  and  Indianapolis  Central  Railway  Com¬ 
pany,  the  Union  and  Logansport  Railroad  Company,  and  the 
Toledo,  Logansport  and  Burlington  Railway  Company,  under 
the  Name  of  the  Columbus  and  Indiana  Central  Railway 
Company. 

Articles  of  consolidation,  made  and  entered  into  this  twenty-eighth 
day  of  June,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and 
sixty-seven,  between  the  Columbus  and  Indianapolis  Central  Railway 
Company,  a  corporation  existing  under  the  laws  of  the  state  of  Ohio, 
the  Union  and  Logansport  Railroad  Company,  a  corporation  existing 
under  the  laws  of  the  state  of  Indiana,  and  the  Toledo,  Logansport  and 
Burlington  Railway  Company,  a  corporation  existing  under  the  laws 
of  the  state  of  Indiana. 

Whereas,  The  railroads  respectively  owned  by  the  said  companies 
above  named  constitute  a  continuous  line  of  railway  for  the  passage  of 
cars,  from  the  city  of  Columbus,  in  the  state  of  Ohio,  to  the  boundary 


34 


1  See  page  62. 


530  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

line  of  the  states  of  Indiana  and  Illinois,  being  the  western  terminus  of  the 
said  Toledo,  Logansport  and  Burlington  Railway,  and  the  directors  of 
the  said  several  companies,  upon  mature  consideration,  have  determined 
that  the  interests  of  the  respective  stockholders  of  said  companies,  and 
the  public  interests  and  convenience,  will  be  greatly  promoted  by  the 
union  of  their  said  several  roads  into  one  road,  and  by  the  consolidation 
of  the  respective  stocks  of  said  companies  into  one  common  consolidated 
stock. 

And  whereas,  The  said  several  companies  are  authorized  by  acts  of 
the  legislatures  of  the  said  several  states  to  effect  such  union  of  their 
respective  roads,  and  to  form  by  consolidation  of  their  corporate  rights 
and  franchises  one  company,  and  have  agreed  so  to  do  upon  the  terms 
and  conditions  hereinafter  mentioned  and  contained. 

Now,  therefore,  this  agreement,  made  by  and  between  the  several  cor¬ 
porations  above  named,  parties  hereto,  under  and  by  virtue  of  the  au¬ 
thority  conferred  upon  them  by  the  laws  of  the  said  several  states,  wit¬ 
nessed,  That  the  said  Columbus  and  Indianapolis  Central  Railway 
Company,  the  Union  and  Logansport  Railroad  Company,  and  the  Toledo, 
Logansport  and  Burlington  Railway  Company  do  agree,  and  each  for 
itself,  doth  severally  agree,  that  the  said  several  companies  shall  be  con¬ 
solidated  into  and  form  one  corporation,  under  the  name  and  style  of 
the  Columbus  and  Indiana  Central  Railway  Company. 

And  in  pursuance  of  the  said  acts  of  the  legislatures  of  the  said  sev¬ 
eral  states,  the  said  parties  hereto  do  hereby  prescribe  the  following 
terms  and  conditions  of  the  said  consolidation,  and  do  respectively  agree 
thereto  and  to  the  mode  of  carrying  the  same  into  effect  as  herein  pro¬ 
vided  for: 

Article  ist.  The  directors  of  the  said  Columbus  and  Indiana  Central 
Railway  Company  shall  be  eleven  in  number,  three  of  whom  shall  reside 
in  the  state  of  New  York,  two  in  the  state  of  Pennsylvania,  four  in  the 
state  of  Ohio,  and  two  in  the  state  of  Indiana. 

Art.  2nd.  The  first  election  for  the  directors  of  the  said  Columbus 
and  Indiana  Central  Railway  Company  shall  be  held  at  the  office  of  the 
said  Columbus  and  Indianapolis  Central  Railway  Company,  in  the  city 
of  Columbus,  state  of  Ohio,  on  the  eleventh  day  of  September  next, 
between  the  hours  of  ten  o'clock  A.  M.  and  three  o’clock  P.  M. 

The  following  persons,  to  wit,  James  Alexander,  Levi  Reynolds  and 
Charles  S.  Tibbits,  all  stockholders  in  some  one  or  more  of  the  said 
companies,  are  hereby  appointed  inspectors  or  judges  of  said  election 
to  perform  the  usual  duties  required  by  law  in  such  cases. 

The  inspector  or  inspectors  attending  at  the  time  and  place  fixed  for 
the  election  shall  have  power  to  fill  any  vacancy  occasioned  by  the  non- 
attendance  of  any  one  or  more  of  their  number.  Any  person  so  ap¬ 
pointed  to  fill  a  vacancy  must  be  a  stockholder  in  some  one  of  the  com¬ 
panies  parties  thereto. 

Should  neither  of  the  inspectors  attend  at  the  time  and  place  appointed 
for  the  election,  the  stockholders  present  at  the  time  fixed  for  opening 
the  polls  shall  have  power,  by  the  vote  of  a  majority  in  number  of  those 
present,  to  choose  three  persons,  being  stockholders  in  one  or  more 


CORPORATE  HISTORY. 


531 


of  the  said  companies,  who,  or  any  two  of  whom,  shall  have  power  to 
act  as  the  judges  of  the  said  election. 

All  stockholders  in  the  several  companies  entitled  to  vote  at  any  elec¬ 
tion  of  directors  in  the  several  companies,  parties  to  this  agreement, 
shall  have  the  right  to  vote  at  the  said  election  in  person  or  by  proxy, 
and  shall  be  severally  entitled  to  one  vote  for  each  share  of  stock  held 
by  such  stockholder  in  either  of  said  companies. 

The  eleven  persons  being  stockholders  in  some  one  or  more  of  the  said 
companies,  parties  hereto,  receiving  the  highest  number  of  votes  at  the 
said-  election  shall  be  the  first  directors  of  the  Columbus  and  Indiana 
Central  Railway  Company,  and  shall  hold  their  office  for  one  year  and 
until  their  successors  are  chosen  according  to  law. 

Art.  3d.  Said  directors  shall,  at  the  first  meeting  after  their  election, 
elect  a  president  from  their  own  number,  and  shall  also  then,  or  as  soon 
as  conveniently  may  be  thereafter,  elect  or  appoint  a  secretary  and 
treasurer  of  said  company,  and  such  other  officers,  engineers,  superin¬ 
tendents,  clerks,  agents,  assistants  and  other  employees  as  they  shall 
from  time  to  time  find  necessary  for  the  proper  transaction  of  the  business 
of  said  company. 

Art.  4th.  After  the  consolidation  herein  provided  for  is  perfected, 
and  after  said  first  election,  stockholders  in  said  consolidated  company, 
only  by  surrender  and  exchange  of  their  certificates  in  their  several 
companies  or  otherwise,  shall  be  entitled  to  vote  at  any  meeting  oi  the 
stockholders  of  said  consolidated  company. 

Art.  5th.  The  capital  stock  of  the  said  Columbus  and  Indiana  Central 
Railway  Company  shall  be  nine  millions  of  dollars,  to  be  divided  into 
one  hundred  and  eighty  thousand  shares  of  fifty  dollars  each,  and  the 
directors  of  said  new  corporation  may  increase  the  capital  stock  thereof 
when  necessary,  upon  the  approval  of  a  majority  in  amount  of  the  stock¬ 
holders  of  said  consolidated  company. 

Art.  6th.  It  being  agreed  that  the  estate,  property  and  franchises  of 
the  said  several  companies,  parties  thereto,  which,  in  pursuance  of  the 
laws  of  said  states,  will  rest  in  said  new  corporation,  are  relatively  of 
unequal  value,  the  parties  hereto  with  a  view  to  make  compensation  for 
such  differences  to  the  stockholders  of  the  said  companies  respectively,  do 
fix  upon  the  following  amounts  to  be  allowed  therefor,  by  the  issue  of 
certificates  or  scrip  or  bonds  as  hereinafter  mentioned,  to  wit: 

First.  The  stockholders  of  the  said  Union  and  Logansport  Railroad 
Company  shall  each  be  entitled  to  one  hundred  dollars  of  the  stock  of 
said  Columbus  and  Indiana  Central  Railway  Company  for  each  one 
hundred  dollars  of  stock  held  by  them  in  the  said  Union  and  Logansport 
Railroad  Company. 

Second.  The  preferred  stockholders  of  the  said  Toledo,  Logansport 
and  Burlington  Railway  Company  shall  each  be  entitled  to  one  hundred 
and  thirty-five  dollars  of  the  stock  of  the  said  Columbus  and  Indiana 
Central  Railway  Company  for  each  one  hundred  dollars  of  preferred 
stock  held  by  them  in  said  Toledo,  Logansport  and  Burlington  Railway 
Company,  the  extra  thirty-five  dollars  on  each  one  hundred  dollars  of 
the  said  preferred  stock  held  by  the  stockholders  of  the  Toledo,  Logans- 


532  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

port  and  Burlington  Railway  Company  being  in  lieu  of  interest,  dividends 
and  profits  due  on  said  preferred  stock  and  for  other  causes. 

The  holders  of  the  stock  not  preferred  of  the  said  Toledo,  Logansport 
and  Burlington  Railway  Company  shall  each  be  entitled  to  fifty  dollars 
of  the  stock  of  the  said  Columbus  and  Indiana  Central  Railway  Com¬ 
pany,  for  each  one  hundred  dollars  of'  the  said  non-preferred  stock,  held 
by  them  in  the  said  Toledo,  Logansport  and  Burlington  Railway  Com¬ 
pany. 

Third.  The  stockholders  of  the  said  Columbus  and  Indianapolis 
Central  Railway  Company  shall  each  be  entitled  to  one  hundred  dollars 
of  the  stock  of  the  said  Columbus  and  Indiana  Central  Railway  Company, 
for  each  one  hundred  dollars  of  stock  held  by  them  in  the  said  Columbus 
and  Indianapolis  Central  Railway  Company,  and  in  addition  thereto  shall 
be  entitled  to  an  increase  of  fifty  per  cent,  on  the  amount  of  the  stock 
respectively  held  by  them  in  the  said  Columbus  and  Indianapolis  Cen¬ 
tral  Railway  Company,  which  fifty  per  cent,  shall,  at  their  option  respec¬ 
tively,  be  either  in  the  form  of  income  bonds  of  the  said  consolidated 
company  as  hereinafter  mentioned,  or  in  the  form  of  stock  of  the  said 
consolidated  company,  according  as  the  said  stockholders  of  the  said 
Columbus  and  Indianapolis  Central  Railway  Company  shall  each  re¬ 
spectively  elect  at  the  time  of  the  surrender  of  their  respective  certificates 
of  stock  of  said  last  mentioned  company,  for  exchange  into  the  stock 
of  the  said  consolidated  company. 

The  income  bonds  above  mentioned  shall  be  issued  of  the  denomina¬ 
tions  of  five  hundred  dollars  and  one  thousand  dollars,  containing  an 
express  waiver  of  all  individual  liability  of  the  stockholders  of  said  con¬ 
solidated  company,  for  the  payment  of  the  interest  and  principal  of  said 
bonds,  and  shall  become  due  and  payable  at  the  end  of  ten  years  from 
the  first  day  of  September,  A.  D.  1867,  absolutely;  the  option  to  remain 
to  and  inhere  in  the  said  Columbus  and  Indiana  Central  Railway  Com¬ 
pany,  to  pay  them  or  any  of  them  at  any  time  after  the  expiration  of 
three  years  from  the  date  of  said  bonds. 

Said  bonds  shall  have  interest  warrants  or  coupons  attached,  and  shall 
bear  interest  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi¬ 
annually,  on  the  first  days  of  March  and  September  in  the  city  of  New 
York,  and  said  bonds  shall  be  convertible,  at  the  option  of  the  holder, 
into  the  capital  stock  of  the  said  consolidated  company,  at  and  on  the 
said  first  days  of  March  and  September  above  mentioned,  and  at  no  other 
time  or  times  until  the  expiration  of  three  years  from  the  date  of  said 
bonds,  at  which  time  the  right  of  conversion  shall  cease  to  the  bondholder. 

During  the  entire  term  of  said  bonds,  and  until  they  shall  become  pay¬ 
able,  they  shall  be  entitled  to  vote  in  any  stockholders’  meeting  of  said 
consolidated  company,  for  election  of  directors  or  otherwise,  in  the 
proportion  of  one  vote  for  every  fifty  dollars  of  said  income  bonds  issued 
as  aforesaid,  when  said  bonds  are  registered  in  the  name  of  the  owner 
for  ten  days  before  such  meeting  or  election. 

Any  stockholder  entitled  to  receive  and  electing  to  take  income  bonds 
as  aforesaid,  having  a  fraction  of  said  increase  of  said  fifty  per  cent,  less 
than  five  hundred  dollars,  shall  be  entitled  to  income  bond  scrip,  con- 


CORPORATE  HISTORY. 


533 


vertible  into  income  bonds,  when  presented  in  amounts  sufficient  to  make 
a  bond  of  either  of  the  denominations  hereinbefore  named,  but  until  so 
presented,  said  bond  scrip  shall  bear  no  interest,  nor  be  entitled  to  any 
of  the  rights  and  privileges  of  an  income  bond  as  hereinbefore  mentioned, 
but  said  income  bond  scrip  may  be  converted  into  stock  of  the  said 
consolidated  company  at  any  time  when  presented,  in  amounts  of  fifty 
dollars  or  multiples  of  fifty  dollars,  within  three  years  from  the  date  of 
the  organization  of  said  consolidated  company. 

Art.  7th.  In  all  cases  in  which  subscription  or  agreements  with  either 
of  said  companies,  parties  hereto  for  the  stock  of  either  of  said  com¬ 
panies,  have  been  heretofore  made  by  any  person  or  persons,  or  bodies 
politic  or  corporate,  and  said  subscription  or  contracts  for  stock  yet 
remain  unpaid  or  unperformed,  either  in  whole  or  in  part,  the  stock  of 
said  consolidated  company  may,  upon  payment  of  said  subscription  or 
performance  of  said  contracts,  be  issued  to  the  said  subscribers  in  the 
same  manner  as  the  said  several  companies  parties  hereto  would  have 
been  bound  to  issue  their  stock  respectively  had  not  this  consolidation 
taken  effect,  and  subject  to  the  valuations  hereinbefore  specified. 

Art.  8th.  Where  fractional  shares  shall  be  found  due  to  stockholders 
for  premiums  hereby  agreed  to  be  allowed,  or  for  interest  or  otherwise 
when  converting  their  present  stock  into  the  stock  of  the  consolidated 
company,  scrip  stock  shall  be  issued  for  such  fractions,  entitling  the 
holder  to  a  full  share  of  stock  on  payment  of  the  difference  in  money  or 
on  presentation  of  fifty  dollars  of  such  scrip  stock. 

Art.  9th.  The  said  new  corporation  shall,  without  delay  after  its 
organization,  issue  to  the  stockholders  of  the  respective  companies  par¬ 
ties  hereto,  and  entitled  thereto  as  aforesaid  and  in  proportion  to  their 
respective  interest  in  the  stock  of  the  consolidated  company,  certificates 
of  stock  in  said  Columbus  and  Indiana  Central  Railway  Company  of  such 
forms  as  may  be  deemed  advisable,  and  be  prescribed  by  the  directors 
of  said  new  company. 

Art.  ioth.  All  and  singular,  the  rights,  franchises,  privileges,  real 
estate,  depot  grounds,  rights  of  way,  roadbed,  railroad,  iron  rails,  en¬ 
gines,  cars,  machinery,  rolling  stock,  debts,  dues,  demands,  choses  in 
action  and  property  of  every  description,  name  and  nature  in  which  the 
said  Columbus  and  Indianapolis  Central  Railway  Company,  Union  and 
Logansport  Railroad  Company,  and  Toledo,  Logansport  and  Burling¬ 
ton  Railway  Company  have  respectively  any  right,  title  or  interest, 
whether  in  possession,  reversion  or  remainder,  with  the  appurtenances, 
upon  the  ratification  of  these  articles,  and  the  election  of  the  first  board 
of  directors  of  the  said  Columbus  and  Indiana  Central  Railway  Company, 
as  herein  and  by  law  provided  for,  and  from  thenceforth  shall  be  held, 
owned  and  controlled  by  the  said  Columbus  and  Indiana  Central  Railway 
Company,  their  successors  and  assigns,  as  fully  and  completely,  to  all 
intents  and  purposes,  as  said  several  companies  do  or  can  now  hold,  own, 
use  or  control  the  same,  and  no  further  conveyance  or  assurance  shall 
be  required  for  the  full  and  complete  vesting  thereof  in  the  said  Columbus 
and  Indiana  Central  Railway  Company. 


534  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Art.  nth.  All  just  debts,  guarantees  and  liabilities  existing  against 
said  several  companies  parties  hereto  at  the  time  of  the  taking  effect  of  this 
consolidation  shall  be  and  are  hereby  assumed,  and  the  same  shall  be 
provided  for,  paid  and  discharged  by  the  said  Columbus  and  Indiana 

Central  Railway  Company. 

Art.  1 2th.  All  the  books,  vouchers,  records,  muniments  of  title  and 
other  documents  pertaining  to  the  business  or  property  of  the  said  sev¬ 
eral  companies  parties  hereto  shall  be  placed  in  the  office  of  the  secretarj 
of  said  consolidated  company;  and  the  said  books,  records  and  papers 
shall  be  deemed  and  taken,  so  far  as  necessary,  as  the  records  and  books 
of  said  consolidated  company,  and  said  books,  records,  vouchers  and 
papers  shall  be  subject  to  the  proper  examination  and  inspection  of  all 
persons  interested  therein,  who  shall  have  the  same  access  thereto  as  if 
the  same  had  remained  in  the  office  of  the  original  companies. 

Art.  13th.  The  said  consolidated  company  shall  proceed  to  com¬ 
plete  the  entire  road  of  the  said  Union  and  Logansport  Railroad  Com¬ 
pany  to  its  western  terminus,  at  or  near  the  town  of  Logansport,  in  the 
state  of  Indiana,  as  contracted  for  by  the  said  Union  and  Logansport 
Railroad  Company. 

Art.  14th.  It  is  agreed  that  these  articles  of  consolidation  shall  be 
submitted  to  the  stockholders  of  each  of  said  companies,  parties  hereto, 
at  a  meeting  thereof  called  separately,  for  the  purpose  of  taking  the  same 
into  consideration,  due  notice  of  the  time  and  place  of  such  meeting  and 
the  object  thereof  shall  be  given. 

The  time  of  such  meeting  of  the  stockholders  of  said  Columbus  and 
Indianapolis  Central  Railway  Company  shall  be  on  the  sixteenth  day 
of  August,  A.  D.  1867,  the  place  the  city  of  Columbus.  The  time  of 
such  meeting  of  the  stockholders  of  the  said  Union  and  Logansport 
Railroad  Company  shall  be  the  twelfth  day  of  August  next,  the  place, 
the  office  of  said  company  in  Union  City,  Randolph  county,  Indiana. 

The  time  of  such  meeting  of  the  stockholders  of  the  said  Toledo, 
Logansport  and  Burlington  Railway  Company  shall  be  the  fourteenth 
day  of  August  next,  the  place,  the  office  of  the  said  company,  in  the 
town  of  Logansport,  Cass  county,  Indiana. 

Art.  15th.  All  elections  for  directors  of  said  consolidated  company 
after  the  first  election  of  directors  herein  provided  for  shall  take  place 
at  such  time  and  place,  and  in  such  manner  as  may  be  prescribed  by  the 
by-laws  of  the  board  of  directors  of  the  consolidated  company. 

Art.  16th.  In  witness  whereof,  the  corporate  seals  of  the  respective 
companies  parties  to  this  agreement  have  been  affixed  hereto,  in  quin- 
tuplicate,  on  the  day  and  year  first  above  written,  by  the  order  and  in 
the  presence  of  the  directors  of  said  several  companies  respectively  duly 
convened  A  quorum  of  each  of  the  said  several  boards  of  directors  be¬ 
ing  so  present  and  assenting  thereto,  and  is  attested  by  their  respective 
signatures  hereto,  on  behalf  and  by  order  of  the  said  several  boards  of 
directors  and  the  presidents  of  each  of  the  said  companies  have  also  at 
the  same  time  and  in  behalf  of  the  said  respective  companies  hereto  affixed 


CORPORATE  HISTORY. 


535 


their  names  in  virtue  of. resolutions  of  the  said  several  boards  of  directors, 
passed  at  respective  meetings  thereof. 

B.  E.  SMITH, 

President  Toledo,  Logansport  and  Burlington  Railway  Co. 

J.  N.  CONVERSE, 

President  Union  and  Logansport  Railroad  Co. 

Attest: 

GEO.  DELAND,  Secretary. 

B.  E.  SMITH, 

President  Columbus  and  Indianapolis  Central  Railway  Co. 

JOHN  H.  BRADLEY, 

W.  DENNISON, 

LEVI  REYNOLDS, 

JOHN  T.  SEELEY, 

B.  E.  SMITH, 

Directors  of  the  Toledo,  Logansport  and  Burlington  Railway  Co. 
Attest: 

JOHN  H.  BRADLEY,  Secretary  pro  tern. 

CHARLES  S.  TIBBETS, 

SAMUEL  JAY, 

PHILIP  BARGER, 

WM.  FRASH, 

A.  C.  SWAYZEE, 

J.  M.  LUNT, 

J.  N.  CONVERSE, 

Directors  of  the  Union  and  Logansport  Railroad  Co. 

Attest: 

GEO.  DELAND,  Secretary. 

JOHN  T.  SEELEY, 

W.  DENNISON, 

JOHN  S.  NEWMAN, 

J.  T.  THOMAS, 

JOHN  R.  HILLIARD, 

JOHN  GARDINER, 

B.  E.  SMITH, 

Directors  of  the  Columbus  and  Indianapolis  Central  Railway  Co. 
Attest: 

G.  MOODIE,  Secretary. 


I,  Gordon  Moodie,  secretary  of  the  Columbus  and  Indianapolis  Cen¬ 
tral  Railway  Company,  do  hereby  certify  that  in  pursuance  of  printed 
notices  by  me  addressed  to  each  of  the  persons  in  whose  name  the  capital 
stock  of  said  company  stands  on  the  books  thereof,  and  of  like  notices 
published  in  the  newspapers  of  the  city  of  Columbus,  Ohio,  and  in  the 
newspapers  of  the  city  of  Indianapolis,  Indiana;  the  stockholders  of  said 
company  met  at  said  company’s  office  in  the  city  of  Columbus,  Ohio,  on 
Friday,  the  16th  day  of  August,  1867,  to  take  into  consideration  the  within 
and  foregoing  agreement,  and  they  then  and  there  proceeded  to  vote  by 


536  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

ballot  for  the  adoption  or  rejection  of  said  agreement.  That  at  said 
meeting  47,882  votes  were  cast,  each  vote  representing  one  share  of  stock, 
that  all  of  the  47,882  votes  so  cast  were  cast  in  favor  of  the  adoption  of 
said  agreement,  and  that  none  of  said  votes  were  cast  against  its  adoption,, 
and  that  the  entire  number  of  shares  of  stock  of  said  company  is  about 
57,814,  and  that,  therefore,  the  stock  so  voted  as  aforesaid  in  favor  of  said 
agreement  is  more  that  two-thirds  of  the  entire  stock  of  the  company. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  the  seal 
of  the  said  company,  at  Columbus,  Ohio,  this  16th  day  of  August,  A.  D. 
1867. 

G.  MOODIE, 

Secretary  of  the  Columbus  and  Indianapolis  Central  Railway  Co. 

I,  George  Deland,  secretary  of  the  Union  and  Logansport  Railroad 
Company,  do  hereby  certify,  that  in  pursuance  of  printed  notices  by  me 
addressed  to  each  of  the  persons  in  whose  name  the  capital  stock  of  said 
company  stands  on  the  books  thereof,  and  of  like  notices  published  in 
one  newspaper  in  Union  City,  one  in  Hartford  city  and  one  in  Marion,, 
in  the  state  of  Indiana,  the  stockholders  of  said  company  met  at  said 
company’s  office  in  Union  City,  in  the  state  of  Indiana,  on  Monday,  the 
12th  day  of  August,  A.  D.  1867,  to  take  into  consideration  the  within 
and  foregoing  agreement,  and  they  then  and  there  proceeded  to  vote  by¬ 
ballot  for  the  adoption  or  rejection  of  said  agreement.  That  at  said 
meeting  4051  votes  were  cast,  each  vote  representing  one  share  of  stock, 
that  the  4051  votes  so  cast  were  all  cast  in  favor  of  the  adoption  of  said 
agreement,  and  that  none  of  said  votes  were  cast  against  its  adoption, 
and  that  the  entire  number  01  shares  of  stock  of  said  company  is  about 
5983,  and  that,  therefore,  the  stock  so  voted  as  aforesaid  in  favor  of  said 
agreement  is  more  than  two-thirds  of  the  entire  stock  of  the  company. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  the  seat 
of  said  company,  at  Union  City,  Indiana,  this  12th  day  of  August,  1867- 

GEO.  DELAND,  Secretary. 

I,  Janies  Kooken,  secretary  of  the  J'oledo,  Logansport  and  Burlington 
Railway  Company,  do  hereby  certify  that  in  pursuance  of  printed  notices- 
by  me  addressed  to  each  of  the  persons  in  whose  name  the  capital  stock 
of  said  company  stands  on  the  books  thereof,  and  of  like  notices  pub¬ 
lished  in  one  newspaper  in  Cass  county,  one  in  White  county,  one  in 
Newton  county,  and  of  one  in  Jasper  county,  in  the  state  of  Indiana, 
the  stockholders  of  said  company  met  at  said  company’s  office  in  Lo¬ 
gansport,  in  the  state  of  Indiana,  on  Wednesday,  the  14th  day  of  August,. 
A.  D.  1867,  to  take  into  consideration  the  within  and  foregoing  .agree¬ 
ment,  and  they  then  and  there  proceeded  to  vote  by  ballot  for  the  adop¬ 
tion  or  rejection  of  said  agreement.  That  at  said  meeting  14,874  votes 
were  cast,  each  vote  representing  one  share  of  stock,  that  the  14,874 
votes  so  cast  were  all  cast  in  favor  of  the  adoption  of  said  agreement, 
and  that  none  of  said  votes  were  cast  against  its  adoption,  and  that  the 
entire  number  of  shares  of  stock  of  said  company  is  about  16,752,  and 
that  therefore  the  stock  so  voted  as  aforesaid  in  favor  of  said  agreement 
is  more  than  two-thirds  of  the  entire  stock  of  the  company. 


CORPORATE  HISTORY. 


537 


In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  the  seal 
of  the  said  company,  at  Logansport,  Ind.,  this  14th  day  of  August,  1867. 

JAS.  KOOKEN, 
Secretary  T.  L.  &  B.  Railway  Co. 

Filed  in  the  office  of  the  secretary  of  state  of  Ohio,  Sept.  10,  1867; 
Indiana,  Sept.  11,  1867. 

FORM  OF  INCOME  BOND. 

United  States  of  America. 

States  of  Ohio  and  Indiana. 

Columbus  and  Indiana  Central  Railway  Company. 

No.  -  Income  Bond.  $1000. 

Know  all  men  by  these  presents,  That  the  Columbus  and  Indiana  Cen¬ 
tral  Railway  Company  is  indebted  to  William  D.  Thompson,  of  the  city 
of  New  York,  to  bearer  in  the  sum  of  one  thousand  dollars,  lawful 
money  of  the  United  States  of  America,  which  the  said  company  promise 
to  pay  to  the  bearer  hereof  on  the  first  day  of  September,  A.  D.  1877,  at 
the  office  or  agency  of  said  company  in  the  city  of  New  York,  with 
interest  thereon  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi¬ 
annually  at  the  said  office  or  agency  in  the  city  of  New  York  on  the  first 
days  of  March  and  September  of  each  year,  on  the  presentation  and 
surrender  of  the  annexed  coupons  as  they  severally  become  due.  But  it 
is  hereby  provided,  that  at  any  time  on  or  after  the  first  day  of  September, 
A.  D.  1870,  the  said  company  on  any  day  on  which  the  half-yearly  in¬ 
stallment  of  interest  shall  fall  due  or  on  any  other  day  after  the  first  day  of 
September,  1870,  may,  at  its  option,  redeem  at  par  the  principal  of  this 
bond  by  giving  thirty  days  notice  by  publication  in  one  newspaper  pub¬ 
lished  in  the  city  of  New  York  and  one  newspaper  published  in  the  city 
of  Columbus,  Ohio,  of  its  intention  so  to  redeem  the  principal  of  this 
bond,  and  after  such  notice,  if  the  holder  of  the  bond  shall  refuse  to  accept 
such  payment,  or  neglect  to  present  the  same  for  payment,  interest  there¬ 
after  shall  cease  on  this  bond. 

It  is  further  agreed  that  on  or  before  the  first  day  of  September,  1870, 
but  not  thereafter,  this  bond  may,  at  the  option  of  the  holder,  be  con¬ 
verted  into  the  capital  stock  of  said  Columbus  and  Indiana  Central  Rail¬ 
way  Company  on  the  presentation  of  the  same  to  said  company  by  the 
holder  on  any  days  when  the  coupons  are  over  due  and  payable,  but  at  no 
other  time.  It  is  further  agreed  that  the  holder  of  this  bond  at  the  time 
of  any  meeting  of  the  stockholders  of  said  company  shall  be  entitled 
to  one  vote  for  every  fifty  dollars  of  the  par  amount  hereof,  if  said  bond 
is  registered  in  the  name  of  the  holder  for  ten  days  before  said  election, 
and  said  right  to  vote  when  so  registered  is  transferable  by  proxy.  It 
is  agreed  between  the  holder  of  this  bond  and  said  railway  company  that 
no  recourse  shall  be  had  for  its  payment,  or  the  payment  of  its  interest, 
which  may  become  due  hereon,  to  the  individual  liability  of  any  stock¬ 
holder  of  said  company,  or  company  of  which  this  may  be  part  by  con¬ 
solidation,  and  in  case  of  non-payment  of  any  half-yearly  installment  of 
interest  which  shall  become  payable  and  demanded,  if  said  defaults  shall 


538  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

continue  for  six  months  thereafter,  then  the  principal  in  this  bond  shall 
become  due  and  payable. 

This  bond  is  one  of  a  series  of  bonds  of  the  same  date  and  terms,  pay¬ 
able  at  the  same  time,  not  exceeding  in  all  one  million  five  hundred 
thousand  dollars,  and  to  secure  the  payment  of  the  principal  at  maturity 
and  the  interest  as  it  falls  due,  the  said  Columbus  and  Indiana  Railway 
Company  hereby  pledges  its  property,  rights,  credits  and  income,  after 
first  paying  operating  expenses  and  interest  on  its  mortgage  debt.  It  is 
understood  that  in  case  the  Columbus  and  Indiana  Central  Railway  Com¬ 
pany  shall  consolidate  with  any  one  or  more  railroad  corporations  be¬ 
fore  the  payment  of  this  bond,  the  owner  thereof  shall  have  the  same 
rights  in  such  consolidated  company  as  he  shall  have  in  the  said  Columbus 
and  Indiana  Central  Railway  Company  herein  mentioned. 

This  bond  shall  pass  by  delivery  or  by  transfer  on  the  books  of  the 
company  when  registered;  and  when  registered  it  may  be  released  by 
the  register  and  payable  to  bearer. 

In  witness  whereof,  the  said  company  have  caused  their  corporate 
seal  to  be  hereunto  affixed  and  the  same  to  be  attested  by  the  signatures 
of  their  president  and  secretary,  and  have  also  caused  the  coupons  hereto 
annexed  to  be  signed  by  their  secretary  on  the  nth  day  of  September, 
A.  D.  1867. 

B.  E.  SMITH,  President. 

G.  MOODIE,  Secretary. 


NEW  CASTLE  AND  RICHMOND  RAILROAD 

COMPANY.1 

An  Act  to  Incorporate  the  New  Castle  and  Richmond  Railroad 

Company. 

Approved  February  16,  1848. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  In¬ 
diana,  That  John  Powell,  Jacob  Elliott,  Elijah  Stout,  Robert  Boyd  and 
Moses  Robertson,  of  the  county  of  Henry,  and  Mark  E.  Reeves,  James 
Scott,  John  H.  Hutton  and  George  Gillespie,  of  the  county  of  Wayne, 
their  associates  and  successors,  be  and  the  same  are  hereby  constituted 
a  body  corporate,  and  shall  be  and  remain  such  forever,  under  the  name 
of  the  “New  Castle  and  Richmond  Railroad  Company,”  and  by  that 
name  said  company  may  contract  and  be  contracted  with,  sue  and  be 
sued,  ^nd  do  all  other  things  proper  and  usual  for  similar  companies  to 
do;  and  they  are  hereby  vested  with  all  the  powers  and  privileges  in  any¬ 
wise  necessary  or  expedient  to  carry  into  effect  the  proper  business  of 
the  association. 

Sec.  2.  Said  company  is  created  with  a  view  to. the  construction  of  a 
railroad,  with  all  usual  or  desirable  appendages,  and  said  railroad  shall 
be  extended  from  New  Castle,  in  Henry  county,  on  the  most  direct  and 
eligible  route,  to  Hagerstown,  in  Wayne  county;  thence,  on  the  most 


1  See  page  73. 


CORPORATE  HISTORY. 


539 


direct  and  practicable  route,  to  Washington,  in  said  county;  thence,  on 
the  most  direct  and  practicable  route,  to  Richmond,  in  Wayne  county, 
the  place  of  termination. 

Sec.  3.  For  the  purpose  of  constructing  said  road,  with  all  desirable 
appendages,  and  for  putting  and  keeping  the  same  in  repair,  and  for 
doing  all  proper  business  thereon,  said  company  are  hereby  authorized 
to  enter  upon,  take  and  hold,  in  fee  simple,  all  real  estate  and  materials 
desirable  for  the  purpose,  doing  no  unnecessary  damage. 

Sec.  4.  When  such  real  estate  or  materials  cannot  be  had  by  donation 
or  fair  purchase,  the  owner  may  file  his  claim  for  damages  in  the  office 
of  the  secretary  of  the  company,  and  select  an  arbitrator;  whereupon  the 
company  shall  select  another,  and  these-  two  a  third,  who  shall  be  dis¬ 
interested  men;  and  within  a  reasonable  time,  having  been  sworn,  they 
shall  proceed  to  examine  the  case  and  make  out  and  file  their  award  in 
the  premises  with  said  secretary,  from  which  award  either  party  may 
appeal  to  the  Circuit  Court  of  the  county  where  the  secretary  keeps  his 
office,  which  appeal  shall  be,  in  all  things,  regulated  and  tried  as  appeals 
are  from  the  judgment  of  a  justice  of  the  peace  in  this  state;  said  sec¬ 
retary  being  regarded  as  such  justice  in  this  behalf. 

Sec.  5.  Whenever  any  real  estate  is  so  taken,  or  is  damaged,  the  arbi¬ 
trators'  court,  or  jury,  trying  the  case,  shall  estimate  any  and  all  advant¬ 
age  said  railroad  may  be  to  the  other  real  estate  of  the  claimant,  adjacent 
or  contiguous  to  that  taken,  or  within  one  mile  thereof;  deduct  such 
advantage  from  the  damage  done,  and  find  for  the  claimant  the  balance 
only,  if  any  there  be;  if  there  be  none,  the  claimant  shall  pay  all  costs; 
if  damage  be  recovered,  the  company  shall  pay  the  cost. 

Sec.  6.  Said  company  may,  at  all  times,  make  and  establish  all  such 
by-laws,  rules  and  regulations,  not  conflicting  with  the  laws  of  this  state, 
in  reference  to  this  business,  as  they  may  deem  expedient,  and  they  may 
fix  a  penalty  to  any  such  laws,  rules  and  regulations,  of  not  exceeding 
one  hundred  dollars,  for  the  violation  of  the  same,  and  collect  the  same, 
by  action  of  debt,  in  any  court  of  competent  jurisdiction.  But  all  penal 
laws,  rules  or  regulations,  prior  to  enforcing  the  same,  and  all  tolls  [and] 
rates,  shall  be  posted  up  in  some  conspicuous  place  at  each  depot  on  the 
road. 

Sec.  7.  Any  person  who  may  willfully  obstruct,  injure,  or  in  anywise 
interfere  with  said  road,  or  any  of  the  cars,  materials,  structures  or  ap¬ 
pendages  connected  therewith,  or  anything  belonging  to  said  company, 
besides  the  penalty  that  may  accrue,  he  shall  pay  the  company  three  fold 
the  damage  done,  on  the  case  being  made  out  before  any  competent 
court;  and  on  the  trial  of  all  suits  brought  by  or  on  behalf  of  said  com¬ 
pany,  the  regularity  of  the  proceedings,  to  entitle  them  to  sue,  shall  be 
presumed;  but  no  common  law  ground  of  defense,  when  made  to  appear, 
shall,  by  this  provision,  be  deemed  to  have  been  taken  away;  and  all  pro¬ 
cess  against  said  company  shall  be  served  only  on  the  secretary  or 
treasurer. 

Sec.  8.  The  capital  stock  of  said  company  shall  be  two  hundred  and 
fifty  thousand  dollars,  which  may  be  increased  at  any  time  to  any  amount 
desirable  for  completing  said  road,  with  all  the  appendages,  and  con- 


540  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

ducting  the  business  of  the  company  as  herein  contemplated;  said  stock 
shall  be  divided  into  shares  of  fifty  dollars  each,  and  may  be  taken  by 
individuals,  corporations,  counties  or  states,  and  may  be  paid  for  in  cash, 
or  in  any  other  way,  and  at  such  times  as  may  be  designated  by  the 
company. 

Sec.  9.  At  all  elections  for  directors,  each  stockholder  shall  have  one 
vote  for  [each]  share  of  stock  held  by  him;  and  the  votes  may  be  cast  in 
person  or  by  proxy,  given  directly  to  the  person  voting. 

Sec.  10.  The  persons  named  in  the  first  section  of  this  act,  or  any 
seven  of  them,  shall  be  the  directors  until  a  full  organization  of  the  com¬ 
pany  is  had,  and  so  soon  as  deemed  expedient,  they  shall  meet  at  Hagers¬ 
town,  in  Wayne  county,  and  organize  by  the  election  of  a  president,  sec¬ 
retary  and  treasurer;  they  shall  provide  for  opening  books  for  the  sub¬ 
scription  of  capital  stock,  at  such  times,  places  and  in  the  manner  they 
may  deem  best,  designating  the  times  and  modes  of  payment  for  stock; 
and,  if  deemed  expedient,  they  may  cause  a  random  survey  and  estimate 
of  the  cost  of  the  road  to  be  made,  and  do  all  other  things  deemed  ex¬ 
pedient  to  do  prior  to  the  first  election  of  directors. 

Sec.  11.  So  soon  as  one  hundred  thousand  dollars  of  the  stock  shall 
have  been  subscribed,  an  election  for  seven  directors  for  said  company 
shall  be  holden  in  said  town,  due  notice  of  the  time  of  such  election 
being  given,  to  serve  as  such  until  their  successors  are  elected  and  quali¬ 
fied.  and  annually  thereafter,  on  the  first  Monday  in  January,  there  shall 
be  a  new  election  for  a  board  of  directors,  at  such  place  as  the  board  of 
directors  may  direct;  to  serve  for  one  year,  and  until,  as  aforesaid,  a 
director  shall  be  the  owner  of  at  least  five  shares  of  stock,  and  before 
taking  his  seat  as  such  he  shall  take  an  oath,  faithfully  and  honestly  to 
discharge  his  duties  as  such  director  so  long  as  he  may  remain  in  office. 
If,  for  any  cause,  there  should  be  a  failure  to  make  an  election  on  said 

day,  it  shall  be  held  so  soon  thereafter  as  practicable;  thirty  days’  pre¬ 

vious  notice  of  such  election  being  given;  each  election  shall  be  held  by 
three  judges,  appointed  by  the  board;  they  may  appoint  a  clerk,  and  the 
judges  and  clerk  shall  be  sworn  honestly  to  discharge  their  duty. 

Sec.  12.  When  a  new  board  is  qualified,  they  shall  elect  one  of  their 

body  as  president,  to  serve  as  such  during  the  current  year;  they  shall 
also  elect  a  secretary  and  treasurer,  to  serve  in  like  manner;  such  bonds 
may  be  required  of  all  officers  as  may  be  deemed  expedient.  An  official 
bond  shall  be  required  of  the  treasurer,  in  a  reasonable  amount,  and 
before  entering  on  the  duties  of  their  office,  both  the  treasurer  and  sec¬ 
retary  shall  be  duly  sworn.  Five  members  of  the  board  concurring,  they 
may  remove  any  officer  and  fill  the  vacancy  thus  made,  and  any  vacancy 
created  in  the  board  may  be  filled  by  a  majority  of  the  members. 

Sec.  13.  In  all  cases,  except  as  may  be  specially  provided,  a  majority 
of  the  board  shall  constitute  a  quorum  to  do  business;  and  all  the  doings 
of  such  quorum,  at  a  regular  meeting,  shall  be  deemed  the  acts  of  the 
company,  to  all  intents  and  purposes,  and  statements  of  such  acts  or 
doings  signed  by  the  president  and  attested  by  the  secretary,  with  or 
without  the  seal  of  the  company  affixed,  unless  some  by-law  may  require 
the  seal,  shall  at  all  times  and  places  to  (?)  be  deemed  the  best  evidence 
thereof. 


CORPORATE  HISTORY. 


541 


Sec.  14.  Said  company  may  negotiate  any  loan  or  loans  of  money,  and 
at  any  rate  of  interest  deemed  expedient;  and  the  principal  and  interest  of 
all  debts  so  contracted  shall  be  a  lien  in  their  order  on  all  property  and 
effects  of  the  company  and  the  stock  of  corporator  (?);  all  of  which,  or 
any  part  thereof,  may  be  sold,  on  execution  or  otherwise,  as  the  board 
may  direct,  for  the  purpose  of  meeting  such  debts:  Provided,  that  when 
stock  is  sold  it  shall  be  taken  from  each  stockholder  in  ratable  propor¬ 
tion;  and  any  stockholder  may  redeem  his  stock  from  such  sale  by  pay¬ 
ing  his  quota  of  the  money  thus  raised  into  the  treasury  within  ten  days 
after  the  sale. 

Sec.  15.  Payment  for  stock  subscribed,  in  whole  or  in  part,  at  such 
times  and  in  such  sums  as  the  company  may  require,  may  be  enforced 
by  an  action  of  debt,  before  any  competent  court,  and  payment  had,  as  in 
this  and  the  next  preceding  section  contemplated,  shall  be  collectible 
without  the  benefit  of  any  stay  or  valuation  laws,  and  in  case  an  appeal 
or  writ  of  error  be  had  on  any  such  judgment,  and  the  same  be  decided 
in  favor  of  the  company,  besides  legal  interest  on  the  judgment,  ten  per 
centum  damages  shall  be  assessed  and  collected  thereon,  for  the  com¬ 
pany;  or  the  company  may,  to  recover  the  sum  due  or  demanded,  expose 
the  stock  of  the  delinquent  to  public  sale,  to  the  highest  bidder,  at  the 
office  of  the  company,  after  reasonable  notice,  paying  any  surplus  that 
may  arise  from  the  sale  to  the  owner;  and  when  so  sold  the  secretary 
shall  make  the  transfer. 

Sec.  16.  The  stock  of  the  company  shall  be  personal  property,  and 
shall  be  transferable  according  to  the  by-laws  of  the  company,  after  the 
road  is  completed;  on  the  first  Mondays  in  July  and  January,  in  each 
year,  the  company  shall  of  their  net  profits  declare  such  dividends  as  may 
be  deemed  just,  having  proper  regard  to  the  exigencies  of  the  company. 

Sec.  17.  A  journal  of  all  the  doings  of  the  board  of  directors,  with  all 
proper  stock  and  account  books  for  the  company,  shall  [be]  carefully  and 
accurately  kept  by  the  proper  officers,  any  of  which  books  may  be  in¬ 
spected  at  any  time  by  any  stockholder,  two  stockholders  applying  at 
the  same  time  for  that  purpose. 

Sec.  18.  Nothing  in  this  act  contained  shall  be  so  construed  as  to  pro¬ 
hibit  said  company,  so  soon  as  the  sum  of  one  hundred  thousand  dollars 
shall  have  been  subscribed,  as  required  by  the  eleventh  section  of  this 
act,  from  locating  and  putting  under  contract  any  or  all  of  said  road. 

Sec.  19.  That  the  work  on  said  railroad  shall  be  commenced  within 
three  years  after  the  passage  of  this  act,  and  completed  within  five  years 
thereafter. 

Sec.  20.  This  shall  be  deemed  a  public  act,  and  shall  be  liberally  con¬ 
strued;  it  shall  take  effect  from  and  after  its  passage,  and  should  the 
company,  at  any  time,  desire  any  amendments  to  this  act,  it  shall  be 
lawful  for  the  legislature  to  make  the  same. 

Local  Laws  of  Indiana,  1848,  p.  521. 

An  Act  to  Authorize  the  Extension  of  the  New  Castle  and 

Richmond  Railroad. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of 
Indiana,  That  the  New  Castle  and  Richmond  Railroad  Company  be  and  is 


542  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

hereby  authorized  to  extend  the  New  Castle  and  Richmond  Railroad, 
from  New  Castle,  in  Henry  county,  to  intersect  the  Peru  and  Indian¬ 
apolis  Railroad  or  Lafayette  and  Indianapolis  Railroad,  at  such  point  on 
said  roads  as  said  New  Castle  and  Richmond  Railroad  Company  may 
determine  upon. 

Sec.  2.  All  the  franchises,  rights,  powers,  privileges  and  immunities* 
granted  to  said  New  Castle  and  Richmond  Railroad  Company  by  the 
charter  thereof,  shall,  in  all  things,  apply  and  extend  to  the  extension  of 
said  road  hereby  authorized:  Provided,  that  said  extension  shall  be  com¬ 
pleted  within  ten  years  from  the  passage  of  this  act. 

Sec.  3.  Said  New  Castle  and  Richmond  Railroad  Company  shall,  at 
such  time  as  it  may  deem  proper,  open  books  for  the  subscription  of 
stock,  for  the  extension  of  said  road  hereby  authorized,  or  for  such  part 
thereof  as  may  be  designated  by  said  company,  and  the  stock  so  sub¬ 
scribed,  and  the  proceeds  thereof,  shall  be  applied  exclusively  to  such 
extension. 

Sec.  4.  It  shall  be  the  duty  of  said  company  to  keep  separate  accounts 
of  the  stock  subscribed  for  the  construction  of  said  road  from  New  Castle 
to  Richmond,  and  that  subscribed  for  the  extension  of  the  said  road 
hereby  authorized,  and  also  separate  accounts  for  the  construction  and 
stocking  the  same;  and  separate  dividends  thereof  shall  be  declared  until 
said  road  and  extension  are  completed,  and  the  expenses  of  construction 
and  stocking  fully  paid. 

Sec.  5.  That  as  soon  as  said  road  and  extension  shall  be  completed 
and  stocked,  and  the  extension  therefor  [thereof?]  fully  paid,  as  above 
provided;  then  the  same  shall  be  regarded  and  held  as  one  entire  road,  and 
the  proceeds  and  profits  thereof  shall  constitute  a  common  fund,  and 
equal  dividends  declared  on  all  stock  in  common. 

Sec.  6.  When  said  company  shall  commence  the  construction  of  the 
extension  hereby  authorized,  two  additional  directors  of  said  company 
shall  be  elected  by  the  stockholders  thereof,  at  the  first  annual  election  of 
directors  thereafter,  and  the  subscribers  of  stock  for  the  extension  of 
said  road  shall  be  eligible  for  directors  of  said  company,  and  shall  be 
allowed  to  vote  for  directors  of  said  company,  in  the  same  manner  and 
with  the  same  restrictions  as  the  subscribers  of  stock  to  and  under  the 
original  charter  of  said  company. 

Sec.  7.  The  said  New  Castle  and  Richmond  Railroad  Company  are 
hereby  authorized  to  borrow  money,  from  time  to  time,  on  the  credit  of 
said  company,  at  any  rate  of  interest  per  annum  to  be  agreed  upon  be¬ 
tween  the  parties,  for  the  sole  purpose  of  constructing  said  road  and 
extensions  thereof  hereby  authorized,  and  furnishing  the  same  with  cars, 
locomotives  and  other  machinery  necessary  to  carry  on  the  operations  of 
said  company,  and  may  issue  its  corporate  bonds  or  promissory  notes 
therefor,  and  to  secure  the  repayment  thereof,  with  the  interest  which 
accrues,  may  mortgage  the  road,  income  and  other  property  of  said 
company,  and  may,  by  its  president,  or  other  officers  or  agents,  sell* 
dispose  of  [and],  negotiate  such  bonds,  notes  or  stocks  of  said  com¬ 
pany,  at  such  times  and  such  places,  either  within  or  without  the  state, 
and  at  such  rates  and  for  such  prices,  as,  in  their  opinion,  will  best  ad- 


CORPORATE  HISTORY. 


543 


vance  the  interests  of  said  company,  and  if  such  bonds,  notes  or  stocks, 
are  thus  sold  at  a  discount,  such  sale  shall  be  as  valid  and  binding,  in 
every  respect,  as  if  sold  at  par  value,  and  the  said  company  is  hereby 
authorized  to  confer  upon  the  holders  of  any  bond  or  note  issued  as 
aforesaid,  the  right  to  convert  the  principal  thereof,  at  any  time  unpaid, 
into  the  stocks  of  the  company:  Provided,  the  said  company  shall  not 
have  authority  to  issue  bonds  of  a  less  denomination  than  fifty  dollars. 

The  foregoing  bill  was  presented  to  me  on  the  15th  day  of  January, 
1851,  for  my  approval.  It  has  not  been  approved,  nor  returned  to  the 
Senate  with  my  objections,  dowil  to  this  the  24th  day  of  January,  1851, 
and  has,  therefore,  became  a  law. 

JAMES  H.  WRIGHT. 


MORTGAGE. 

New  Castle  and  Richmond  Railroad  Company  to  Joseph  B.  Varnum 

and  George  Carlisle,  Trustees. 

Dated  February  25,  1852. 

Securing  $300,000  bonds  of  $1000  each,  dated  February  25,  1852,  payable 
February  25,  1867,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  twenty-fifth  day  of  February,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  fifty-two,  between  the  New 
Castle  and  Richmond  Railroad  Company,  a  corporation  duly  consti¬ 
tuted  as  such  by  the  laws  of  the  state  of  Indiana,  of  the  first  part,  and 
Joseph  B.  Varnum,  of  the  city  of  New  York,  and  George  Carlisle,  of  the 
city  of  Cincinnati,  of  the  second  part: 

Witnesseth,  That  whereas  the  said  New  Castle  and  Richmond  Rail¬ 
road  Company,  pursuant  to  the  terms  of  the  statutes  of  said  state  of 
Indiana  incorporating  them,  are  engaged  in  constructing  a  railroad 
from  Richmond  to  New  Castle,  and  thence  by  way  of  Logansport  to 
Lafayette,  and  for  the  purpose  of  the  construction  of  the  first  section 
thereof,  that  is  to  say,  from  Richmond  to  New  Castle,  have  resolved  to 
raise  money  by  loan,  to  an  amount  not  exceeding  three  hundred  thou¬ 
sand  dollars,  and  in  order  to  secure  the  payment  thereof  have  executed 
three  hundred  bonds,  for  the  sum  of  one  thousand  dollars  each,  payable 
on  the  twenty-fifth  day  of  February,  in  the  year  of  our  Lord  one  thou¬ 
sand  eight  hundred  and  sixty-seven,  at  the  office  of  the  Ohio  Life  In¬ 
surance  and  Trust  Company  in  the  city  of  New  York,  and  bearing 
interest  at  the  rate  of  seven  per  centum  per  annum,  payable  semi-annually 
on  the  twenty-fifth  days  of  August  and  February  in  each  year,  at  the 
same  place,  according  to  the  tenor  and  effect  of  interest  warrants  attached 
to  each  of  said  bonds.  Said  bonds  bear  even  date  herewith,  and  are 
4rawn  payable  to  the  said  Joseph  B.  Varnum  and  George  Carlisle,  or 
bearer,  and  are  to  be  on  an  equality  so  far  as  regards  security  for  the 
repayment  thereof  by  these  presents.  And  the  holder  of  each  of  said 
bonds  shall  be  entitled  at  any  time  within  five  years  from  the  date 
thereof  to  receive  in  exchange  therefor  twenty  shares,  upon  the  sur¬ 
render  thereof,  and  the  interest  warranty  thereof,  that  shall  not  have 
become  payable  at  the  time  of  such  surrender. 


544  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  the  New  Castle 
and  Richmond  Railroad  Company,  in  order  to  secure  the  repayment  of 
said  bonds  and  interest,  and  in  consideration  of  the  sum  of  one  dollar 
to  them  paid,  at  the  sealing  and  delivery  hereof,  by  the  said  Joseph  B. 
Varnum  and  George  Carlisle,  the  receipt  whereof  is  hereby  acknowl¬ 
edged,  have  granted,  bargained,  sold,  transferred  and  conveyed,  and  by 
these  presents  do  grant,  bargain,  sell,  transfer  and  convey  to  the  said 
Joseph  B.  Varnum  and  George  Carlisle,  and  to  the  survivor  of  them  and 
the  heirs  of  such  survivor,  all  the  present  and  future  to  be  acquired 
property  of  the  said  the  New  Castle  aird  Richmond  Railroad  Company, 
that  is  to  say,  the  first  section  of  their  road  from  Richmond  to  New 
Castle,  including  the  right  of  way  and  land  occupied  thereby  from  Rich¬ 
mond  to  New  Castle,  as  aforesaid,  with  the  superstructure,  and  all  rails 
and  other  materials  used  therein,  or  procured  therefor,  bridges,  viaducts, 
culverts,  fences,  depot  grounds  and  buildings  erected  thereon,  and  all 
rights  therein,  tolls  and  income,  and  any  rights  thereto  or  interest  therein; 
together  with  the  tolls  or  income  to  be  had  or  levied  therefrom,  and  all 
franchises,  rights  and  privileges  of  the  said  the  New  Castle  and  Rich¬ 
mond  Railroad  Company,  of,  in,  to  or  concerning  the  same.  To  have  and 
to  hold  the  said  premises,  and  every  part  thereof,  with  the  appurtenances, 
unto  the  said  Joseph  B.  Varnum  and  George  Carlisle,  and  the  survivor 
of  them  and  the  heirs  of  such  survivor,  upon  the  following  trusts,  that 
is  to  say,  that  in  case  the  said  the  New  Castle  and  Richmond  Railroad 
Company  shall  fail  to  pay  the  principal  or  any  part  thereof,  or  any  of 
the  interest  on  said  bonds  at  any  time  when  the  same  may  become  due 
and  payable,  according  to  the  tenor  thereof  when  demanded,  then,  after 
sixty  days  from  such  default,  upon  the  request  of  the  holder  of  such 
bonds,  the  said  Joseph  B.  Varnum  and  George  Carlisle,  and  the  sur¬ 
vivor  of  them  and  the  heirs  of  such  survivor,  shall  and  may  enter  into 
and  take  possession  of,  all  or  any  part  of  said  premises,  and  as  the  at¬ 
torneys  or  attorney  in  fact  or  agent  or  agents  of  the  said  the  New  Castle 
and  Richmond  Railroad  Company,  by  themselves  or  himself  or  agents  or 
substitutes  duly  constituted  have,  use  and  employ  the  same,  making  from 
time  to  time  all  needful  repairs,  alterations  and  additions  thereto,  apply  • 
the  proceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all 
said  bonds  remaining  unpaid;  or  the  said  Joseph  B.  Varnum  and  George 
Carlisle,  and  the  survivor  of  them  and  the  heirs  of  such  survivor,  at  their 
or  his  discretion,  may,  or  on  the  written  request  of  the  holders  of  at 
least  one-half  of  the  bonds,  then  unpaid  and  unconverted  into  stock, 
shall  cause  the  said  premises,  or  so  much  thereof  as  shall  be  necessary 
to  pay  and  discharge  the  principal  and  interest  of  all  such  of  said  bonds, 
as  may  then  be  unpaid  and  unconverted  as  aforesaid,  to  be  sold  at  public 
auction  in  the  city  of  Cincinnati,  giving  at  least  forty  days’  notice  of  the 
time,  place  and  terms  of  such  sale,  and  of  the  specific  property  to 
be  sold,  by  publishing  the  same  in  at  least  one  newspaper  of  good  cir¬ 
culation  in  each  of  the  cities  of  Boston,  New  York,  Philadelphia,  Cin¬ 
cinnati  and  Richmond,  and  wherever  else  required  by  law,  and  execute 
to  the  purchaser  or  purchasers  thereof  a  good  and  sufficient  deed  of 
conveyance  in  fee  simple  for  the  same;  which  shall  be  a  bar  against  the 


CORPORATE  HISTORY. 


545 


said  the  New  Castle  and  Richmond  Railroad  Company,  their  successors 
and  assigns,  and  all  persons  claiming  under  them  of  all  rights,  interest 
or  claims,  in  or  to  said  premises,  or  any  part  thereof;  and  the  said 
Joseph  B.  Varnum  and  George  Carlisle  and  the  survivor  of  them  and 
the  heirs  of  such  survivor,  shall,  after  deducting  from  the  proceeds  of 
said  sale  the  costs  and  expenses  of  managing  such  property  and  of  such 
.sale,  apply  so  much  of  the  proceeds  as  may  be  necessary  to  the  satisfac¬ 
tion  and  payment  of  said  principal  and  interest  due  or  unpaid  on  said 
bonds,  and  shall  restore  the  residue  thereof  to  the  said  the  New  Castle 
and  Richmond  Railroad  Company,  their  successors  and  assigns;  it  being 
hereby  expressly  understood  that  in  no  case  shall  any  claim  or  ad¬ 
vantage  be  taken  of  any  valuation,  appraisement  or  extension  laws  by 
the  said  the  New  Castle  and  Richmond  Railroad  Company,  their  suc¬ 
cessors  or  assigns,  nor  shall  any  injunction  or  stay  of  proceedings  or 
any  process  be  applied  for,  or  obtained  by  them  to  prevent  such  entry 
or  sale  as  aforesaid: 

And  the  said  the  New  Castle  and  Richmond  Railroad  Company  here¬ 
by  covenants  for  the  consideration  aforesaid,  to  execute  and  deliver  any 
further  reasonable  and  necessary  conveyance  of  the  premises,  or  any 
part  thereof,  to  the  said  Joseph  B.  Varnum  and  George  Carlisle,  and  to 
the  survivor  of  them,  and  the  heirs  of  such  survivor  for  more  fully  car¬ 
rying  into  effect  the  objects  hereof,  particularly  for  the  conveyance  of 
any  property  subsequently  to  the  date  hereof,  acquired  by  the  said  the 
New  Castle  and  Richmond  Railroad  Company,  and  comprehended  in 
the  description  contained  in  these  presents,  and  the  said  the  New  Castle 
and  Richmond  Railroad  Company  hereby  further  covenants  as  aforesaid, 
that  all  money  borrowed  for  the  purposes  aforesaid,  upon  the  security 
of  any  of  the  said  bonds,  shall  be  faithfully  applied,  with  due  diligence, 
in  the  construction  and  equipment  of  said  railroad.  And  it  is  hereby 
mutually  agreed,  and  these  presents  are  upon  this  express  condition, 
that  on  payment  of  the  principal  and  interest  of  said  bonds,  or  the  con¬ 
version  thereof  into  stock  in  manner  aforesaid,  the  estate  hereby  granted 
.shall  be  void,  and  the  right  to  the  premises  hereby  conveyed  shall 
revert  and  revest  in  the  said  the  New  Castle  and  Richmond  Railroad 
Company,  their  successors  and  assigns,  without  any  acknowledgment  of 
satisfaction,  reconveyance,  vestry  or  other  act;  and  it  is  also  further 
.agreed  that  the  said  Joseph  B.  Varnum  and  George  Carlisle,  and  the 
survivor  of  them,  and  the  heirs  of  such  survivor,  shall  only  be  account¬ 
able  for  reasonable  diligence  in  the  management  thereof,  and  shall  not 
be  responsible  for  the  acts  of  any  agent  employed  by  them  or  either  of 
them  when  such  agent  is  selected  with  reasonable  discretion,  and  that 
they  and  each  of  them,  shall  receive  and  be  entitled  to  receive  proper 
•compensation  for  every  labor  or  service  performed  in  the  discharge 
of  the  trust  aforesaid,  in  case  they  or  either  of  them  shall  be  compelled 
to  take  possession  of  said  premises  or  any  part  thereof  or  manage  the 
same,  and  it  is  further  agreed  that  in  case  of  the  death,  mental  incapacity 
or  resignation  of  the  said  Joseph  B.  Varnum  and  George  Carlisle,  or 
the  survivor  of  them  and  the  heirs  of  such  survivor,  the  said  the  New 
■Castle  and  Richmond  Railroad  Company  shall  (or  on  default  to  take 

35 


546  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

proceedings  therefor  for  thirty  days,  the  holder  of  a  majority  of  said  bonds 
may)  apply  to  any  court  of  chancery  in  Henry  or  Wayne  counties, 
Indiana,  to  appoint  one  or  more  trustees,  to  supply  their  or  his  place,  and 
thereupon  such  new  trustee  or  trustees  shall  become  vested,  for  the 
purposes  aforesaid,  with  all  the  rights  and  interests  hereby  conveyed 
to  or  vested  in  the  said  Joseph  B.  Varnum  and  George  Carlisle,  and  the 
survivor  of  them,  and  the  heirs  of  such  'survivor,  without  any  further 
assurance,  or  conveyance  for  the  same;  but  if  the  same  shall  be  neces¬ 
sary,  both  or  either  of  the  parties  hereto  shall  execute  any  necessary 
releases  or  conveyances  for  these  purposes. 

In  witness  whereof,  the  said  party  of  the  first  part  have  caused  their 
corporate  seal  to  be  hereunto  affixed,  and  their  name  to  be  subscribed 
by  John  T.  Elliott,  their  president,  and  countersigned  by  their  secretary, 
on  the  day  and  year  first  above  written. 

JOHN  T.  ELLIOTT, 

President  of  the  New  Castle  and  Richmond  Railroad  Co. 

JOHN  W.  GRUBBS,  Secretary. 

Acknowledged  before  Martin  L.  Bundy,  notary  public,  Henry  county, 
Indiana,  February  25,  1852. 

Recorded,  Henry  county,  Indiana,  mortgage  record  2,  page  435. 


CINCINNATI,  LOGANSPORT  AND  CHICAGO 
RAILWAY  COMPANY.1 

RESOLUTION  OF  BOARD  OF  DIRECTORS 

Of  the  New  Castle  and  Richmond  Railroad  Company  changing 
Name  to  Cincinnati,  Logansport  and  Chicago  Railway  Company. 

Adopted  February  26,  1853. 

At  a  meeting  of  the  board  of  directors  of  the  New  Castle  and  Rich¬ 
mond  Railroad  Company,  held  at  the  office  of  the  company,  on  the  26th 
day  of  February,  1853,  the  following  preamble  and  resolutions  were 

unanimously  adopted  by  the  board: 

“  Whereas,  By  an  act  of  the  General  Assembly  of  the  state  of  Indiana, 
entitled  ‘  An  act  authorizing  railroad  companies  to  change  their  names, 
approved  February  22d,  1853,  railroad  companies  desiring  so  to  do  are 
authorized  to  change  their  names,  by  resolution  of  their  boards  of 
directors.  And  whereas,  the  New  Castle  and  Richmond  Railroad  Com¬ 
pany  is  desirous  of  changing  its  name,  therefore,  be  it  resolved  by  the 
board  of  directors  of  the  New  Castle  and  Richmond  Railroad  Company, 
that  the  corporate  style  and  name  of  said  company  be  and  the  same  is 
hereby  changed  to  the  style  and  name  of  the  Cincinnati,  Logansport  and 
Chicago  Railway  Company,  which  is  hereby  agreed  upon  and  adopted 
by  the  board  of  directors  as  the  future  style  and  corporate  name  of  said 
company,  from  and  after  this  26th  day  of  February,  A.  D.  1853. 


1  See  page  75. 


CORPORATE  HISTORY. 


547 


Resolved,  further,  that  a  duly  certified  copy  of  the  foregoing  preamble 
and  resolution  be  made  out  by  the  secretary  and  filed  for  record  in  the 
recorder’s  office  of  each  of  the  counties  of  Wayne,  Henry,  Madison, 
Tipton,  Howard  and  Cass,  being  the  counties  through  which  said  rail¬ 
road  is  located,  and  that  he  cause  the  same  to  be  published  in  the  ‘  New 
Castle  Courier,’  ‘  Democratic  Banner,’  and  the  ‘  Indiana  State  Journal,’ 
papers  of  general  circulation  in  the  state  of  Indiana.’’ 

I,  John  W.  Grubbs,  secretary  of  said  company,  certify  the  foregoing  to 
be  a  true  copy  from  the  record  of  said  company,  duly  certified  copies  of 
which  have  been  filed  in  the  recorder’s  office  of  the  several  counties 
through  which  said  railroad  is  located,  and  due  notice  thereof  given  by 
publication  in  the  several  newspapers,  all  as  required  by  said  resolution. 

Witness  my  signature,  this  first  day  of  April,  A.  D.  1853. 

JOHN  W.  GRUBBS,  Secretary. 

MORTGAGE. 

Cincinnati,  Logansport  and  Chicago  Railway  Company  to  George 
Washington  Riggs,  Jr.,  George  Alfred  Hamilton  and  George 
Carlisle,  Trustees. 

Dated  April  1,  1853. 

Securing  £300,000  bonds,  dated  April  1,  1853,  payable  May  1,  1883,  bearing 

6  per  cent,  interest. 

This  indenture,  made  the  first  day  of  April,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  fifty-three,  between  “  The  Cincinnati, 
Logansport  and  Chicago  Railway  Company,”  of  the  first  part,  and 
George  Washington  Riggs,  Jr.,  and  George  Alfred  Hamilton,  of  the 
city  of  New  York,  and  George  Carlisle,  of  the  city  of  Cincinnati,  of  the 
second  part,  witnesseth,  that  whereas  the  Cincinnati,  Logansport  and 
Chicago  Railway  Company,  pursuant  to  the  terms  of  their  charter, 
granted  by  the  General  Assembly  of  the  state  of  Indiana,  in  the  United 
States  of  America,  incorporating  them  and  the  amendments  thereto,  are 
engaged  in  constructing  a  railroad  from  Richmond,  in  said  state  of 
Indiana;  thence  by  way  of  Washington,  Hagerstown,  New  Castle  and 
Anderson  to  Logansport;  and  for  the  purpose  of  constructing  the  same 
and  its  necessary  appendages,  and  equipping  it  with  the  necessary  ma¬ 
chinery,  have  resolved  to  raise  money  by  loan,  to  an  amount  not  ex¬ 
ceeding  three  hundred  thousand  pounds  sterling;  and  for  that  purpose 
have  made  and  executed  two  hundred  bonds  of  the  denomination  of  two 
hundred  and  twenty-five  pounds  sterling  each,  numbered  from  one  to 
two  hundred  inclusive;  also  four  hundred  and  ten  bonds  of  the  denomi¬ 
nation  of  five  hundred  pounds  sterling  each,  numbered  from  two  hun¬ 
dred  and  one  to  six  hundred  and  ten,  both  inclusive,  amounting  in  the 
aggregate  to  the  sum  of  two  hundred  and  fifty  thousand  pounds  sterling, 
which  said  bonds  bear  even  date  herewith,  and  are  made  payable  to 
Elisha  Riggs,  George  Washington  Riggs,  Jr.,  and  George  Alfred  Ham¬ 
ilton  or  bearer,  at  the  banking  house  of 

in  the  city  of  London,  on  the  first  of  May,  eighteen  hundred  and  eighty- 


548  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

three,  and  bearing  interest  from  the  first  day  of  May,  eighteen  hundred 
and  fifty-three,  at  the  rate  of  six  per  cent,  per  annum,  payable  semi¬ 
annually  on  the  first  day  of  November  and  May  in  each  year,  at  the  same 
place,  according  to  the  interest  warrants  attached  to  each  of  said  bonds, 
and  are  to  be  on  an  equality  so  far  as  regards  security  for  the  payment 
thereof  by  these  presents,  each  of  said  bonds  also  provides  that  the  said 
company  shall  issue  and  deliver  to  the  holder  thereof,  and  in  exchange 
therefor,  at  any  time  after  five  years  and  within  twenty  years  from  the 
date  thereof,  on  delivery  of  said  bonds,  to  the  said  company,  with  the 
unpaid  interest  warrants  attached,  a  dollar  bond  for  the  same  amount, 
estimating  the  same  at  the  rate  of  four  dollars  and  eighty  cents  to  the 
pound  sterling,  payable  on  the  said  first  day  of  May,  eighteen  hundred 
and  eighty-three,  in  the  city  of  New  York,  with  interest  at  the  rate  of 
seven  per  cent,  per  annum,  payable  half-yearly  at  the  same  place.  The 
said  company  hereby  expressly  reserving  the  right  at  any  time  hereafter 
to  execute  and  issue  under  the  provisions  of  this  mortgage,  if  desired 
by  said  company,  an  additional  number  of  bonds,  not  exceeding  in  their 
aggregate  the  sum  of  two  hundred  and  fifty  thousand  pounds  sterling, 
and  which  when  issued  are  hereby  placed  on  an  equality  with  the  said 
bonds,  herein  before  described. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  the  Cincinnati, 
Logansport  and  Chicago  Railway  Company,  in  order  to  secure  the  pay¬ 
ment  of  said  several  bonds,  herein  before  described,  amounting  in  the 
aggregate  to  the  sum  of  two  hundred  and  fifty  thousand  pounds  sterling, 
and  any  bonds  that  may  hereafter  be  issued  in  exchange  therefor  as 
aforesaid,  as  well  as  any  additional  bonds  that  may  hereafter  be  issued 
by  said  company  under  the  provisions  of  this  mortgage,  either  in  pounds 
sterling  or  dollars,  not  exceeding  in  their  aggregate  amount  the  said  sum 
of  fifty  thousand  pounds  sterling,  and  any  and  all  interest,  on  said  several 
descriptions  of  bonds,  and  in  consideration  of  the  sum  of  one  pound 
sterling,  paid  on  the  sealing  and  delivery  hereof,  by  the  said  George 
Washington  Riggs,  Jr.,  George  Alfred  Hamilton  and  George  Carlisle, 
the  receipt  whereof  is  hereby  acknowledged,  have  granted,  bargained, 
sold,  transferred  and  conveyed,  and  by  these  presents  do  grant,  bargain, 
sell,  transfer  and  convey  to  the  said  George  Washington  Riggs,  Jr., 
George  Alfred  Hamilton  and  George  Carlisle  and  to  the  survivor  of 
them,  and  their  successors  forever,  all  the  present  and  future  to  be  ac¬ 
quired  property  of  the  said  the  Cincinnati,  Logansport  and  Chicago 
Railway  Company,  that  is  to  say,  their  said  railroad  from  Richmond  to 
Logansport,  including  the  right  of  way  thereof,  and  the  lands  occupied 
thereby  from  Richmond  to  Logansport  as  aforesaid,  with  the  super¬ 
structure,  and  all  rails  or  other  material  used  therein  or  procured  there¬ 
for,  or  which  may  be  hereafter  used  therein  or  procured  therefor,  and 
all  machinery,  bridges,  viaducts,  culverts,  fences,  depot  and  station 
grounds,  and  buildings  erected  thereon,  and  all  rights  therein,  tolls  and 
income,  and  any  right  thereto,  or  interest  therein,  together  with  the  tolls 
or  income  to  be  had  or  levied  therefrom,  and  all  the  franchises,  rights 
and  privileges  of  the  said  the  Cincinnati,  Logansport  and  Chicago  Rail¬ 
way  Company,  of,  in,  to  or  concerning  the  same.  To  have  and  to  hold 


CORPORATE  HISTORY. 


549 


the  said  premises  and  every  part  thereof,  with  all  the  appurtenances, 
unto  the  said  George  Washington  Riggs,  Jr.,  George  Alfred  Hamilton 
and  George  Carlisle,  and  the  survivor  of  them  and  their  successors 
forever,  upon  the  following  trusts,  that  is  to  say,  that  in  case  the  said 
the  Cincinnati,  Logansport  and  Chicago  Railway  Company  shall  fail 
to  pay  the  principal  or  any  part  thereof,  or  any  of  the  interest  on  said 
bonds,  issued  or  which  may  hereafter  be  issued  under  this  mortgage  as 
aforesaid,  at  any  time  when  the  same  may  become  due  and  payable 
when  demanded  according  to  the  tenor  thereof,  then,  after  sixty  days  from 
such  default,  upon  the  request  of  the  holder  of  any  of  said  bonds,  the 
said  George  Washington  Riggs,  Jr.,  George  Alfred  Hamilton  and  George 
Carlisle,  or  the  survivor  of  them  or  their  successors,  may  enter  into  and 
take  possession  of  all  or  any  part  of  said  premises  and  property,  and  as 
such  trustees  or  trustee,  or  as  attorneys  or  attorney  in  fact  of  said  com¬ 
pany,  by  themselves  or  himself,  or  agents,  or  substitutes  duly  consti¬ 
tuted,  have,  use  and  employ  the  same,  making  from  time  to  time  all 
needful  repairs,  alterations  and  additions  thereto,  and  after  deducting 
the  expenses  of  such  use,  repairs,  alterations  and  additions  thereto, 
apply  the  proceeds  thereof  to  the  payment  of  the  principal  and  interest 
of  all  said  bonds  remaining  unpaid,  or  the  said  George  Washington 
Riggs,  Jr.,  George  Alfred  Hamilton  and  George  Carlisle,  and  the  sur¬ 
vivor  of  them  and  their  successors,  at  their  or  his  discretion,  may,  or  on 
the  written  request  of  the  holder  of  at  least  one-half  of  the  bonds,  then 
unpaid,  shall  cause  the  premises,  or  so  much  thereof  as  shall  be  neces¬ 
sary  to  pay  and  discharge  the  principal  and  interest  of  all  such  of  said 
bonds  as  may  then  be  unpaid  as  aforesaid,  to  be  sold  at  public  auction 
in  the  city  of  Cincinnati,  giving  at  least  forty  days’  notice  of  the  time, 
place  and  terms  of  such  sale  and  the  specific  property  to  be  sold,  by 
publishing  the  same  in  at  least  one  newspaper  of  general  circulation  in 
each  of  the  cities  of  Boston,  New  York,  Philadelphia,  Cincinnati  and 
Chicago,  and  wherever  else  required  by  law,  and  execute  to  the  pur¬ 
chaser  or  purchasers  thereof  a  good  and  sufficient  deed  of  conveyance  in 
fee  simple  for  the  same,  which  shall  be  a  bar  against  the  said  the  Cin¬ 
cinnati,  Logansport  and  Chicago  Railway  Company,  their  successors 
and  assigns,  and  all  persons  claiming  under  them  of  all  right,  interest  or 
claim  in  or  to  said  premises  or  any  part  thereof;  and  the  said  George 
Washington  Riggs,  Jr.,  George  Alfred  Hamilton  and  George  Carlisle, 
and  the  survivor  of  them  and  their  successors,  shall,  after  deducting  from 
the  proceeds  of  said  sale  the  costs  and  expenses  of  managing  such  prop¬ 
erty  and  of  such  sale,  apply  so  much  of  the  proceeds  as  may  be  neces¬ 
sary  to  the  satisfaction  and  payment  of  said  principal  and  interest,  due 
or  unpaid  on  said  bonds,  and  shall  restore  the  residue  thereof  to  the 
said  the  Cincinnati,  Logansport  and  Chicago  Railway  Company,  their 
successors  and  assigns.  It  being  hereby  expressly  understood,  that  in  no 
case  shall  any  claim  or  advantage  be  taken  of  any  valuation,  appraisement 
or  extension  laws  by  the  said  the  Cincinnati,  Logansport  and  Chicago 
Railway  Company,  their  successors  or  assigns,  nor  shall  any  injunction 
or  stay  of  proceedings  or  any  process  be  applied  for  or  obtained  by  them 
to  prevent  such  entry  or  sale  as  aforesaid.  It  is  hereby  understood  and 


550  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


declared,  that  this  mortgage  is  subject  to  a  prior  lien  and  right  of  a 
mortgage  executed  by  said  company  in  their  former  name  of  the  New 
Castle  and  Richmond  Railroad  Company,  on  the  twenty-fifth  day  of 
February,  eighteen  hundred  and  fifty-two,  to  Joseph  B.  Varnum  and 
George  Carlisle  on  that  part  of  said  road,  right  of  way,  station  grounds, 
etc.,  extending  from  Richmond  to  New  Castle,  a  distance  of  twenty-seven 
miles,  which  said  mortgage  was  made  and  executed  by  said  company  to 
secure  the  payment  of  three  hundred  bonds,  of  one  thousand  dollars  each, 
issued  by  said  company,  bearing  date  on  said  twenty-fifth  day  of  Feb¬ 
ruary,  eighteen  hundred  and  fifty-two,  and  payable  to  said  Joseph  B.  Var¬ 
num  and  George  Carlisle,  on  the  twenty-fifth  day  of  February,  eighteen 
hundred  and  sixty-seven,  at  the  office  of  the  Ohio  Life  Insurance  and 
Trust  Company  in  the  city  of  New  York,  with  interest  payable  semi¬ 
annually,  on  the  twenty-fifth  day  of  August  and  February  in  each  year 
at  the  same  place.  And  the  said  Cincinnati,  Logansport  and  Chicago 
Railway  Company  hereby  further  covenant  as  aforesaid  that  all  money 
borrowed  for  the  purposes  aforesaid,  upon  the  security  of  any  of  the 
said  bonds,  shall  be  faithfully  applied  with  due  diligence  in  the  construc¬ 
tion  of  said  road  and  its  appendages  and  in  the  equipment  thereof;  and 
it  is  hereby  mutually  agreed,  and  these  presents  are  upon  this  express 
condition,  that  on  the  payment  of  the  principal  and  interest  of  said  bonds, 
the  estate  hereby  granted  shall  be  void,  and  the  right  to  the  premises 
hereby  conveyed  shall  revert  to  and  revest  in  the  said  the  Cincinnati, 
Logansport  and  Chicago  Railway  Company,  their  successors  and  assigns, 
without  any  acknowledgment  of  satisfaction,  reconveyance,  re-entry  or 
other  act;  and  it  is  further  agreed,  that  the  said  George  Washington 
Riggs,  Jr.,  George  Alfred  Hamilton  and  George  Carlisle,  and  the  sur¬ 
vivor  of  them  and  their  successors,  shall  only  be  accountable  for  rea¬ 
sonable  diligence  in  the  management  thereof,  in  case  they  or  any  of  them 
should  be  required  by  reason  of  the  non-payment  of  said  bonds,  or  the 
interest  thereon,  to  take  possession  of  the  road  and  premises  for  the 
benefit  of  the  holders  of  said  bonds,  and  shall  not  be  responsible  for  the 
acts  of  any  agents  employed  by  them  or  either  of  them  when  such  agent 
is  selected  with  reasonable  discretion,  and  that  they  and  each  of  them 
shall  receive  and  be  entitled  to  reteive  proper  compensation  for  every 
labor  or  service  performed  in  the  discharge  of  the  trust  aforesaid,  in 
case  they  or  either  of  them  shall  be  compelled  to  take  possession  of 
said  premises  or  any  part  thereof  or  manage  the  same;  and  it  is  further 
agreed,  that  in  case  of  the  death,  mental  incapacity  or  resignation  of  the 
said  George  Washington  Riggs,  Jr.,  George  Alfred  Hamilton  and  George 
Carlisle,  and  the  survivor  of  them,  the  said  the  Cincinnati,  Logansport 
and  Chicago  Railway  Company  may,  on  notice  of  sixty  days,  by  ad¬ 
vertisement  in  a  newspaper  of  general  circulation  in  London  and  New 
York,  to  the  holders  of  said  bonds  (or  in  default  of  the  said  company  to 
take  such  proceedings),  then  the  holders  of  a  majority  of  said  bonds  may, 
on  ten  days’  notice  to  said  company,  apply  to  any  court  of  chancery,  in 
Wayne,  Henry,  Madison,  Howard  or  Cass  counties,  in  the  state  of 
Indiana,  to  appoint  one  or  more  trustee  or  trustees  to  supply  their  places, 
and  thereupon  tsuch  new  trustee  or  trustees  shall  become  vested  for  the 


CORPORATE  HISTORY. 


551 


purposes  aforesaid  with  all  the  rights  and  interests  hereby  conveyed  to  or 
vested  in  the  said  trustees  hereinbefore  named  without  any  further  assur¬ 
ance  or  conveyance  for  the  same. 

In  witness  whereof,  the  said  company  have  caused  their  corporate  seal 
to  be  hereunto  affixed  and  these  presents  to  be  signed  by  their  president 
and  attested  by  their  secretary,  the  first  day  of  April,  A.  D.  eighteen  hun¬ 
dred  and  fifty-three,  at  their  office  in  the  city  of  New  York. 

J.  L.  ELLIOTT,  President. 

Attest: 

JOHN  W.  GRUBBS,  Secretary. 

In  presence  of 
H.  W.  ROBINSON, 

JOHN  LIVINGSTON. 

Acknowledged  before  John  Livingston,  notary  public,  New  York  City, 
April  1,  1853. 

Recorded  Henry  county,  Indiana,  Mortgage  Record  No.  3,  page  121. 


CINCINNATI,  CAMBRIDGE  AND  CHICAGO  SHORT 
LINE  RAILWAY  COMPANY.1 

ARTICLES  OF  ASSOCIATION. 

State  of  Indiana,  ss. 

Be  it  known  that  the  undersigned,  whose  respective  places  of  residence 
are  set  opposite  their  names,  thereto  signed  for  the  purpose  of  organiz¬ 
ing  a  company  for  the  construction,  owning  and  maintaining  a  contem¬ 
plated  railway  hereinafter  named  in  pursuance  of  an  act  of  the  legislature 
of  the  state  of  Indiana,  entitled  “  An  act  to  provide  for  the  incorporation 
of  railroad  companies,”  approved  May  nth,  1852,  do  hereby,  each  for 
himself,  subscribe  for  the  number  of  shares  of  the  capital  stock  of  said 
contemplated  railway  company  set  opposite  our  respective  names;  such 
subscriptions  to  be  payable  to  said  company  at  such  times  and  in  such 
sums  as  the  board  of  directors  of  said  company  when  elected,  and  their 
successors  in  office,  may  from  time  to  time  order,  direct  and  require. 
But  assessments  upon  the  capital  stock  of  said  company  shall  not  be 
payable  oftener  than  once  in  sixty  days  nor  more  than  ten  per  cent,  upon 
the  amount  subscribed  at  any  one  assessment,  and  we  do  hereby  agree 
and  subscribe  to  the  following  articles  of  association,  to  wit: 

Article  1st.  The  name  and  style  of  the  corporation  shall  be  the  “  Cin¬ 
cinnati,  Cambridge  and  Chicago  Short  Line  Railway  Company.” 

Art.  2nd.  The  capital  stock  of  the  company  shall  be  two  millions  of 
dollars,  to  consist  of  forty  thousand  shares  at  fifty  dollars  each. 

Art.  3rd.  The  northern  terminus  of  said  road  shall  be  at  the  town  of 
New  Castle,  in  Henry  county,  in  the  state  of  Indiana;  thence  by  the 
best  line  to  Cailibridge  City,  in  Wayne  county,  Indiana;  thence  in  a 
southeastwardly  direction,  as  may  be  found  practicable  and  convenient, 
passing  through  the  counties  of  Wayne  and  Union,  in  the  state  of  Indiana, 


1  See  page  76. 


552  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


in  a  direction  leading  to  .the  city  of  Cincinnati,  in  the  state  of  Ohio,  to 
the  line  dividing  the  states  of  Ohio  and  Indiana  so  as  to  connect  at  the 
state  line  with  the  “  Cincinnati  Western  Railway,,'’ 

Art.  4th.  The  length  of  said  road  in  the  state  of  Indiana,  as  near  as 
may  be,  is  estimated  to  be  thirty-nine  miles,  and  the  total  length  from 
New  Castle  to  Cincinnati  is  estimated  to  be  seventy-five  miles. 

Art.  5th.  The  number  of  directors  to  manage  the  affairs  of  said  com¬ 
pany  shall  be  thirteen,  and  we  hereby  declare  that  the  following  are  the 
names  of  the  directors  elected  by  us  from  our  own  number  to  constitute 
the  first  board  of  directors  of  said  company,  to  wit,  Jacob  Vore,  Jesse 
Hiatt,  Robt.  Murphy,  Dickerson  Hurst,  Thomas  Tyner,  Solomon  Me¬ 
redith,  John  Crum,  Charles  H.  Raymond  and  Pleasant  Johnson  of  Wayne 
county,  Indiana,  Wm.  H.  Bennett,  of  Union  County,  Indiana,  and  Caleb 
B.  Smith,  George  Graham,  and  Sylvester  C.  Parkhurst,  of  Cincinnati, 
Ohio. 

Witness  our  hands  this  nineteenth  day  of  January,  1853. 

Signed  by  25  subscribers. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana,  January  20,  1853. 


AGREEMENT 

Between  the  Cincinnati  Western  Railroad  Company  and  the  Cin¬ 
cinnati,  Cambridge  and  Chicago  Short  Line  Railway  Company. 

Dated  March  26,  1853. 

For  the  construction  of  the  roads  of  the  two  companies  and  for  future 

consolidation. 

This  article  of  agreement,  duly  made  and  executed  this  26th  day  of 
March,  1853,  between  the  “  Cincinnati  Western  Railroad  Company,”  a 
corporation  created  by  the  laws  of  the  state  of  Ohio,  of  the  one  part,  and 
the  “  Cincinnati,  Cambridge  and  Chicago  Short  Line  Railway  Com¬ 
pany,’  a  corporation  created  by  the  laws  of  the  state  of  Indiana,  of  the 
other  part,  witnesseth:  That  the  said  companies  have  agreed  to  construct 
jointly,  by  means  of  the  resources  and  credit  of  both  companies,  a  con¬ 
tinuous  line  of  railroad  from  the  city  of  Cincinnati,  Ohio,  to  the  town  of 
New  Castle,  in  the  county  of  Henry,  Indiana.  And  it  is  hereby  agreed 
between  said  companies  that  the  said  railroad  shall  be  constructed  from 
the  stock  subscribed  to  the  said  companies  respectively  and  by  means  of 
the  joint  credit  of  said  companies;  and  that  so  soon  as  the  same  can  be 
done  in  conformity  with  the  laws  of  the  states  of  Indiana  and  Ohio  re¬ 
spectively,  the  said  two  companies  shall  be  consolidated  and  made  one 
corporation,  with  a  common  corporate  name  to  be  hereafter  agreed  upon, 
and  in  the  meantime,  until  such  consolidation  can  be  effected,  the  entire 
stock  subscribed ‘to  both  companies  shall  be  applied  to  the  construction 
of  the  whole  road  from  Cincinnati  to  New  Castle. 

It  is  further  agreed  between  said  companies  that  in  order  to  raise 
means  for  the  construction  and  equipment  of  said  roads,  each  of  said 
companies  shall  issue  such  bonds  as  may  by  said  company  be  deemed 
necessary  or  expedient,  to  be  secured  by  mortgages  on  the  road  or  upon 


CORPORATE  HISTORY. 


553 


the  real  estate  owned  by  said  companies,  and  all  bonds  which  shall  here¬ 
after  be  executed  by  either  company  for  the  purposes  aforesaid  shall  be 
guaranteed  by  the  other  company. 

And  whereas,  hereafter  if  either  of  said  companies,  with  the  consent  of 
the  other,  shall  issue  any  bonds  payable  in  a  period  of  not  more  than 
twenty  years,  to  be  used  for  the  purchase  of  iron  or  equipments  for  any 
part  of  the  road  between  Cincinnati  and  New  Castle,  and  shall  execute 
a  mortgage,  with  the  consent  of  the  other  company,  on  the  part  of  said 
road  belonging  to  said  company  to  secure  said  bonds,  the  other  of  said 
companies  shall  also  execute  a  mortgage  on  its  own  portion  of  the  road 
to  secure  the  bonds  so  issued  in  such  manner  that  the  whole  road  be¬ 
tween  New  Castle  and  Cincinnati  shall  be  a  security  for  the  bonds  so 
issued  by  either  of  said  companies. 

It  is  also  further  agreed,  by  said  companies,  that  when  any  portion  of 
the  road  shall  be  completed  the  same  shall  be  worked  at  the  joint  expense 
of  the  said  companies,  and  all  profits  thereon  shall  be  applied  for  the 
benefit  of  both  companies  or  divided  upon  the  stock  of  both:  And  when 
the  whole  road  shall  be  completed  the  stock  of  both  companies  shall  be 
regarded  and  treated  as  one  common  stock,  the  entire  road  shall  be  run 
as  one  common  line  and  the  entire  expenses  of  both  companies  shall  be 
paid  out  of  the  receipts  from  the  road,  and  all  profits  made  by  the  road 
shall  be  divided  equally  upon  the  stock  of  both  companies  in  the  same 
manner  as  though  the  said  companies  constituted  but  one  corporation. 

“  The  Cincinnati  Western  Railroad  Company  ”  hereby  reserves  the  right 
to  form  a  junction -at  the  state  line  with  a  railroad  in  Indiana,  to  extend 
to  Connersville,  Rushville  and  Indianapolis  on  the  nearest  and  best  route. 
Also  to  contract  with  any  company  chartered  by  the  state  of  Indiana  for 
constructing  a  railroad  from  the  state  line  in  the  direction  of  Rushville 
and  Indianapolis  for  the  use  of  any  portion  of  the  road  of  such  company, 
and  also  to  supply  and  operate  any  locomotives,  cars,  machinery  and 
apparatus  necessary  for  the  same,  or  to  hold  the  same  jointly  with  such 
company;  provided,  that  if  such  contract  shall  hereafter  be  made,  all 
such  profits  arising  therefrom  shall  enure  to  the  joint  benefit  of  both  the 
said  companies  parties  to  the  contract,  to  be  divided  on  this  stock  jointly 
as  above  specified;  and  if  any  loss  shall  result  therefrom,  it  shall  be  borne 
equally  by  both  companies. 

It  is  hereby  agreed  that  this  contract  shall  be  perpetual,  and  that  so 
long  as  the  said  road  from  Cincinnati  to  New  Castle  shall  continue  to 
be  used,  it  shall  be  worked  as  one  line,  and  that  all  expenses  of  every  kind 
upon  any  portion  of  the  road,  whether  for  repairs,  incidental  expenses  or 
otherwise,  shall  be  deducted  from  the  receipts  upon  the  entire  road,  and 
the  net  profits  shall  be  divided  on  the  whole  stock  of  both  companies. 

In  witness  whereof,  the  said  companies  have  respectively,  by  their 
president,  executed  this  agreement  and  attached  hereto  their  seals,  the 
day  and  year  above  written. 

CALEB  B.  SMITH, 

Attest:  President  Cin.  West.  R.  R.  Co. 

CHARLES  H.  KELLOGG,  .Secretary.1 

1  Copied  from  the  minute  book  of  the  Cincinnati,  Cambridge  and  Chicago  Short  Line  Ry.  Co. 
The  other  signatures  are  not  given  there. 


554  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


AGEEEMENT 

Between  the  Cincinnati  Western  Railroad  Company,  Cincinnati, 
Cambridge  and  Chicago  Short  Line  Railway  Company  and  the 
Cincinnati,  New  Castle  and  Michigan  Railroad  Company. 

Dated  August  16,  1853. 

Whereas,  The  Cincinnati  Western  Railroad  Company  of  the  state  of 
Ohio,  and  the  Cincinnati,  Cambridge  and  Chicago  Short  Line  Railway 
Company,  and  the  Cincinnati,  New  Castle  and  Michigan  Railroad  Com¬ 
pany  of  the  state  of  Indiana,  are  severally  engaged  in  the  construction 
of  roads  which  when  completed  are  designed  to  form  a  continuous  line 
of  railroad  from  Cincinnati,  by  the  way  of  Venice,  Dunlapsville,  Cam¬ 
bridge  City,  New  Castle,  Muncie,  Jonesboro,  Marion  and  Wabash,  to 
the  northern  line  of  the  state  of  Indiana.  And  whereas,  it  is  for  the 
mutual  interest  of  said  companies  that  the  said  several  roads  shall  be  con¬ 
solidated  and  run  as  one  road,  with  a  common  management  and  direction. 
Now,  therefore,  to  effect  this  object,  it  is  hereby  expressly  agreed  between 
the  said  several  companies,  that  each  shall  construct  and  finish  their  said 
roads  respectively,  as  soon  as  the  same  can  be  done,  with  all  the  means 
they  can  command,  and  so  soon  as  the  said  roads  shall  be  finished  the 
same  shall  be  united  and  consolidated  as  one  road  and  used  as  such,  for 
the  mutual  and  common  interest  of  all  the  stockholders  of  the  said  sev¬ 
eral  companies. 

Provided  that  nothing  herein  contained  shall  be  so  construed  as  to 
change  the  contract  for  consolidation  heretofore  entered  into  between  the 
Cincinnati  Western  Railroad  Company,  and  the  Cincinnati,  Cambridge 
and  Chicago  Short  Line  Railway  Company.  And  provided  also  that  either 
of  said  companies  shall  have  power  to  enter  into  running  arrangements, 
or  connection  with  other  roads,  without  consulting  the  other  parties 
to  this  agreement.  And  provided  further,  that  the  details  of  this  con¬ 
tract  of  consolidation  shall  be  carried  out  and  finally  entered  into  by  said 
several  companies  so  soon  as  by  the  laws  of  the  state  of  Ohio  the  said 
Cincinnati  Western  Railroad  shall  be  authorized  and  permitted  to  enter 
into  such  a  contract;  but  should  no  such  law  ever  be  passed,  then  this 
contract  for  a  running  arrangement  shall  be  perfected  by  said  com¬ 
panies  in  such  manner  as  to  divide  their  profits  equally  between  the  same. 

In  witness  whereof,  the  said  boards  of  directors  have  respectively 
signed  this  contract  on  behalf  of  their  respective  companies,  this  16th 
day  of  August,  1853. 

Signed  by  12  directors  Cincinnati,  New  Castle  and  Michigan  R.  R.  Co.; 
7  directors  Cincinnati  Western  R.  R.  Co.;  9  directors  Cincinnati,  Cam¬ 
bridge  and  Chicago  Short  Line  Ry.  Co. 

CINCINNATI,  NEW  CASTLE  AND  MICHIGAN 
RAILROAD  COMPANY.1 

ARTICLES  OF  ASSOCIATION. 

Indiana,  to  wit: 

Be  it  known  that  the  undersigned,  whose  respective  places  of  residence 
are  set  opposite  their  names  hereto  signed,  have  associated  together  for 


1  See  page  77. 


CORPORATE  HISTORY. 


555 


the  purpose  of  organizing  a  company  for  the  construction,  owning  and 
maintaining  a  contemplated  railroad,  hereafter  named,  in  pursuance  of  an 
act  of  the  legislature  of  the  state  of  Indiana,  entitled  “  An  act  to  provide 
for  the  incorporation  of  railroad  companies,  approved  May  nth,  1852/’ 
and  we  do  hereby,  each  for  himself,  subscribe  for  the  number  of  shares 
of  the  capital  stock  of  said  contemplated  railroad  company,  set  opposite 
our  respective  names,  such  subscriptions  to  be  payable  to  said  company  at 
such  times  and  in  such  sums  as  the  board  of  directors  of  said  company 
when  elected,  and  their  successors  in  office,  may  from  time  to  time  require 
and  direct.  But  assessments  upon  the  capital  stock  of  the  said  company 
shall  not  be  made  or  be  payable  oftener  than  once  in  sixty  days  nor  more 
than  ten  per  cent,  upon  the  amount  subscribed  at  any  one  time.  And  we 
do  hereby  agree  to  and  subscribe  the  following  articles  of  association, 
to  wit: 

Article  First.  The  name  and  style  of  the  corporation  shall  be  the  Cin¬ 
cinnati,  New  Castle  and  Michigan  Railroad  Company. 

Art.  Second.  The  capital  stock  of  the  company  shall  be  two  millions 
of  dollars,  to  consist  of  forty  thousand  shares  of  fifty  dollars  each. 

Art.  Third.  The  southern  terminus  of  said  road  shall  be  New  Castle, 
in  the  county  of  Henry,  in  the  state  of  Indiana,  connecting  with  the 
Cincinnati,  Cambridge  and  Chicago  Short  Line  Railroad,  thence  in  a 
north  and  northwesterly  direction,  as  may  be  found  practicable  and  con¬ 
venient,  passing  through  the  counties  of  Henry,  Delaware,  Grant,  Wa¬ 
bash,  Kosciusko,  Elkhart  and  St.  Joseph  to  the  state  line  dividing  the 
states  of  Indiana  and  Michigan,  in  a  direction  leading  to  the  mouth  of 
Grand  river,  in  the  state  of  Michigan. 

Art.  Fourth.  The  length  of  said  road  in  the  state  of  Indiana,  as  near 
as  may  be,  is  estimated  to  be  one  hundred  and  forty  miles. 

Art.  Fifth.  The  number  of  directors  to  manage  the  affairs  of  said 
company  shall  be  thirteen,  and  we  hereby  declare  that  the  following  are 
the  names  of  the  directors  elected  by  us  from  our  own  number  to  con¬ 
stitute  the  first  board  of  directors  of  the  said  company,  to  wit:  Thomas 
Tyner,  Solomon  Meredith  and  Pleasant  Johnson,  of  Wayne  county; 
George  B.  Rogers  and  Martin  L.  Bundy,  of  Henry  county;  John  Jack 
and  Walter  Maub,  of  Delaware  county;  James  Sweetser  and  Samuel  Jay, 
of  Grant  county;  Hugh  Hannah,  of  Wabash  county,  all  in  the  state  of 
Indiana,  and  David  A.  Powell,  Caleb  B.  Smith  and  Richard  M.  Cor- 
wine,  of  Cincinnati,  Ohio. 

Witness  our  hands  this  8th  day  of  April,  1853. 

Signed  by  forty-three  subscribers. 

Indiana,  to  wit,  Delaware  county,  I,  Volney  Willson,  the  secretary  of 
the  Cincinnati,  New  Castle  and  Michigan  Railroad  Company,  do  certify 
that  the  above  and  foregoing  is  a  true,  perfect  and  complete  copy  of  the 
articles  of  association  of  said  company,  and  of  the  names,  residences 
and  number  of  shares  of  the  original  signers  thereof,  in  their  own  hand¬ 
writing,  now  on  file  in  my  office. 

Given  under  my  hand  and  seal  at  Muncie,  in  said  county  of  Delaware, 


556  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


where  the  officers  of  said  company  are  situated,  this  9th  day  of  April, 
A.  D.  1853. 

VOLNEY  WILLSON, 
Secretary  C.  N.  &  M.  R.  R.  Co. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana,  April  11,  1853. 


CINCINNATI  AND  CHICAGO  RAILROAD  COMPANY 

(First).1 

AGREEMENT  OF  CONSOLIDATION 

Between  the  Cincinnati,  Cambridge  and  Chicago  Short  Line  Rail¬ 
way  Company  and  the  Cincinnati,  New  Castle  and  Michigan 
Railroad  Company  under  the  Name  of  the  Cincinnati  and 
Chicago  Railroad  Company  (No.  i). 

Whereas,  At  a  meeting  of  the  board  of  directors  of  this  company,  held 
at  Cincinnati,  on  the  9th  day  of  March,  1854,  it  was  ordered  that  a  meet¬ 
ing  of  the  stockholders  of  this  company  should  be  held  at  New  Castle, 
Henry  county,  Indiana,  on  the  12th  of  April,  1854,  to  vote  upon  the 
question  of  consolidating  this  company  with  the  Cincinnati,  New  Castle 
and  Michigan  Railroad  Company,  so  as  to  merge  the  two  companies 
into  one,  making  one  corporation. 

And  whereas,  Due  notice  of  said  meeting  has  been  given  by  publica¬ 
tion  in  one  newspaper  published  in  each  of  the  several  counties  through 
which  the  road  passes.  And  whereas,  it  has  been  shown  by  a  certified 
copy  from  the  records  of  the  Cincinnati  Western  Railroad  Company  that 
said  company  has  consented  to  such  consolidation,  and  has  agreed  to 
consolidate  with  the  consolidated  company,  in  Indiana,  according  to  the 
terms  of  resolution  adopted  by  this  company  and  the  Cincinnati,  New 
Castle  and  Michigan  Railroad  Company. 

Therefore  resolved,  That  polls  be  opened  immediately  for  a  vote  of  the 
stockholders  on  the  said  question  of  consolidation,  and  that  John  Crum, 
Maynard  French  and  William  Butler  be  appointed  a  committee  to 
superintend  said  election,  and  to  receive  the  votes  of  stockholders  on 
the  question  of  consolidation  as  aforesaid. 

The  election  having  been  held  and  the  judges  made  their  reports  to 
the  board,  from  which  it  appears  that  the  vote  in  favor  of  consolidation 
was  unanimous. 

Whereupon  it  was  resolved  that  the  stockholders  of  this  company, 
having  decided  in  favor  of  consolidation  of  this  company  with  the  Cin¬ 
cinnati,  New  Castle  and  Michigan  Railroad  Company,  it  is  hereby  de¬ 
clared  to  be  the  wish  of  this  company  that  said  consolidation  shall  be 
immediately  perfected. 

Resolved,  that  Solomon  Meredith  and  Maynard  French  be  appointed  a 
committee  of  this  board  to  confer  with  a  similar  committee  of  the  Cin¬ 
cinnati,  New  Castle  and  Michigan  Railroad  Company  to  adjust  the  terms 
and  stipulations  of  such  consolidation. 


1  See  page  77. 


CORPORATE  HISTORY. 


557 


The  joint  committee  of  the  two  companies  convened  and  made  a  report 
in  accordance  with  the  above  resolution. 

Whereupon  it  was  resolved  that  the  report  of  the  joint  committee, 
appointed  to  report  the  terms  of  consolidation  of  said  two  companies, 
be  and  the  same  is  hereby  ratified  and  confirmed.  And  this  company 
hereby  agrees  to  the  consolidation  of  said  companies  upon  the  terms  and 
stipulations  specified  in  said  report. 

Whereas,  An  agreement  entered  into  between  this  company  and  the 
Cincinnati,  New  Castle  and  Michigan  Railroad  Company,  the  said  two 
companies  have  been  consolidated  and  merged  into  one  corporation,  under 
the  name  of  the  Cincinnati  and  Chicago  Railroad  Company. 

Resolved,  that  the  stockholders  of  this  company  will  proceed  at  7 
o’clock  on  this  day,  in  connection  with  the  stockholders  of  the  Cincin¬ 
nati,  New  Castle  and  Michigan  Railroad  Company  to  elect  thirteen 
directors  of  the  Cincinnati  and  Chicago  Railroad  Company,  which  com¬ 
pany  has  been  created  by  the  consolidation  of  this  company  with  the 
said  Cincinnati,  New  Castle  and  Michigan  Railroad  and  Thomas  J. 
Sample,  Thomas  Newby  and  Robert  M.  Moore,  stockholders  in  this 
company,  appointed  inspector  and  judges  of  said  election. 

I,  Thomas  Newby,  secretary  of  the  Cincinnati,  Cambridge  and  Chicago 
Short  Line  Railway  Company,  hereby  certify  that  the  foregoing  is  a  true 
copy  of  the  records  of  said  company  of  April  12th,  1854,  relative  to  the 
consolidation  of  said  company  with  the  Cincinnati,  New  Castle  and 
Michigan  Railroad  Company. 

In  testimony  whereof,  I  have  hereunto  set  my  hand,  attested  by  the 
corporate  seal  of  said  company,  this  12th  day  of  April,  1854. 

[seal]  THOMAS  NEWBY,  Secretary. 

The  Cincinnati,  Cambridge  and  Chicago  Short  Line  Railway  Company 
and  the  Cincinnati,  New  Castle  and  Michigan  Railroad  Company  having 
consolidated  and  merged  the  said  two  companies  into  one  corporation, 
with  the  corporate  name  of  the  Cincinnati  and  Chicago  Railroad  Com¬ 
pany.  And  a  committee  of  the  stockholders  of  the  two  companies 
above  named  having  been  appointed  on  the  twelfth  day  of  April,  1854,  to 
superintend  the  election  of  a  board  of  directors,  the  said  committee 
having  held  said  election,  now  made  their  report,  from  which  it  appears, 
that  Hugh  Hannah,  James  Sweetser,  Walter  March,  Thomas  J.  Sample, 
Martin  L.  Bundy,  George  McQuatt,  Solomon  Meredith,  John  Crum, 
Jesse  Hiatt,  William  Butler,  Robert  Moore,  Richard  M.  Corwine,  and 
Caleb  B.  Smith,  each  received  a  majority  of  all  the  votes  cast  at  said 
election,  the  same  were  declared  duly  elected  directors  of  the  Cincin¬ 
nati  and  Chicago  Railroad  Company  for  the  term  of  one  year,  and  until 
their  successors  shall  be  elected  and  qualified. 

And  thereupon  said  directors  were  duly  sworn  into  office,  and  the 
board  proceeded  to  the  election  of  the  officers  of  the  company. 

The  Cincinnati  ^nd  Chicago  Railroad  Company  extends  from  a  point 
in  Franklin  county,  Indiana,  where  the  Cincinnati  Western  Railroad 
terminates  on  the  line  dividing  the  states  of  Ohio  and  Indiana,  and  ex¬ 
tends  to  the  northern  line  of  the  state  of  Indiana,  by  the  way  of  Cam- 


558  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


bridge  City,  New  Castle,  Muncie,  Marion  and  Wabash,  to  the  northern 
line  of  Indiana,  a  distance  of  one  hundred  and  seventy-seven  miles  (177). 

I,  Thomas  Newby,  secretary  of  the  Cincinnati  and  Chicago  Railroad 
Company  hereby  certify  that  the  foregoing  is  a  true  copy  of  the  organiza¬ 
tion  of  the  above  named  railroad  company  on  the  12th  day  of  April, 
A.  D.  1854. 

In  testimony  whereof,  I  have  hereunto  set  my  hand,  attested  by  the 
seal  of  said  company, 

[seal]  THOMAS  NEWBY,  Secretary. 

Filed  in  the  office  of  secretary  of  state  of  Indiana,  May  1,  1854. 


Terms  agreed  upon  by  Joint  Committees  of  the  Cincinnati,  Cam¬ 
bridge  and  Chicago  Short  Line  Railway  Company  and  the 
Cincinnati,  New  Castle  and  Michigan  Railroad  Company  for 
for  the  Consolidation  of  the  Two  Companies. 

April  12,  1854. 

The  joint  committee  appointed  by  the  board  of  directors  of  the  Cincin¬ 
nati,  Cambridge  and  Chicago  Short  Line  Railway  Company  and  the 
Cincinnati,  New  Castle  and  Michigan  Railroad  Company  to  prepare  and 
report  an  agreement  of  consolidation  of  said  two  companies,  report 
that  they  have  agreed  upon  the  following  features  to  be  incorporated  in 
said  agreement,  which  they  submit  as  embracing  all  that  said  agreement 
shall  contain: 

1st.  The  corporate  name  of  said  consolidated  company  shall  be  the 
Cincinnati  and  Chicago  Railroad  Company. 

2nd.  The  unsettled  expense  account  of  said  two  companies  shall  be 
settled  and  adjusted  as  soon  as  may  be  by  the  proper  accounting  officers 
of  said  companies,  out  of  the  funds  and  means  thereof. 

3rd.  Full  and  accurate  statements  of  the  affairs  of  said  two  com¬ 
panies  up  to  the  date  of  this  consolidation  shall  be  prepared  and  laid 
before  the  board  of  directors  of  said  consolidated  company. 

4th.  The  stock  subscribed  and  assets,  and  other  property,  on  hand, 
on  the  day  of  this  consolidation,  the  property,  etc.,  of  such  separate 
companies,  shall  be  appropriated  exclusively  to  the  construction  of  the 
particular  division,  each  company  being  considered  a  division  upon  which 
the  same  was  subscribed. 

5th.  The  contracts  and  obligations  generally  of  said  two  railroad  com¬ 
panies  are  hereby  assumed  and  adopted,  and  said  consolidated  company 
shall  promise  and  assume  to  pay,  carry  out  and  discharge  the  same, 
without  change  or  modification  in  letter  or  spirit,  as  though  they  were 
originally  made  by  said  consolidated  company. 

6th.  All  the  rights,  property  and  effects  of  any  kind,  whether  con¬ 
sisting  of  real  or  personal  estate,  or  other  property  now  the  property 
and  effects  and  rights  in  action  of  said  two  railroad  companies,  shall  be 
*  transferred  and  submitted  to  the  exclusive  control  and  ownership  of 
said  consolidated  company. 

7th.  The  stock  certificates  issued  by  said  two  railroad  companies,  and 


CORPORATE  HISTORY. 


559 


now  outstanding,  shall  be  surrendered  and  new  ones  issued  in  room  there¬ 
of  by  said  consolidated  company,  and  contracts  for  stock  which  are  not 
perfected  shall  be  carried  out  by  said  consolidated  company  as  though 
the  same  were  originally  entered  with  said  company. 

8th.  Said  consolidated  railroad  company  shall  assume  all  the  liabili¬ 
ties,  undertakings  and  agreements  of  said  two  railroad  companies,  and 
particularly  the  contract  of  the  Cincinnati,  Cambridge  and  Chicago  Short 
Line  Railroad  Company,  with  the  Cincinnati  Western  Railroad  Com¬ 
pany,  dated  the  day  of  A.  D.  1853. 

9th.  The  number  of  directors  of  said  consolidated  railroad  company 
shall  be  thirteen,  who  shall  be  elected  at  this  meeting,  who  shall  serve  for 
twelve  months  from  the  date  hereof,  and  until  their  successors  are  elected 
and  qualified.  The  officers  of  said  consolidated  company  shall  be  a  presi¬ 
dent,  secretary  and  treasurer,  and  such  other  officers  as  the  board  of 
directors  may  choose  to  elect  at  any  meeting  of  the  board. 

10th.  Said  consolidated  company  shall  be  consolidated  in  all  its  in¬ 
terests  with  the  Cincinnati  Western  Railroad  Company,  so  as  to  make 
a  complete  merger  of  the  entire  interests  and  property  of  said  two  com¬ 
panies  as  soon  as  by  the  laws  of  the  state  of  Ohio  the  same  can  be 
lawfully  done. 

New  Castle,  April  12th,  1854. 

R.  M.  CORWINE, 

W.  MARCH, 

On  behalf  the  Cincinnati,  New  Castle  and  Michigan  Railroad  Co. 

SOLOMON  MEREDITH, 

M.  FRENCH, 

On  behalf  the  Cincinnati,  Cambridge  and  Chicago  Short  Line  Ry.  Co. 


CINCINNATI  AND  CHICAGO  RAILROAD  COMPANY 

(Second).1 

RESOLUTION 

Of  the  Stockholders  of  the  Cincinnati  and  Chicago  Railroad 

Company  (No.  2). 

Adopted  August  31,  1854. 

Whereas,  the  Cincinnati,  Logansport  and  Chicago  Railway  Company, 
and  the  Cincinnati  and  Chicago  Railroad  Company,  by  a  compact  of 
their  respective  boards  of  directors,  have  become  consolidated  and  their 
separate  existence  merged  into  one  corporation,  which  agreement  and 
compact  of  consolidation  2  was  ratified,  approved  and  confirmed  by  the 
stockholders  of  the  respective  companies  at  a  meeting  held  in  New 
Castle  on  the  31st  day  of  August,  1854,  in  pursuance  of  notice  previously 
given  for  thirty  days  previous  to  said  31st  day  of  August,  1854*  an(l  in 
pursuance  of  an  act  of  the  general  assembly  of  the  state  of  Indiana  in 
6uch  cases  made  and  provided;  therefore, 


1  See  page  79. 


2  See  agreement,  page  560. 


560  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Resolved,  that  the  name  of  said  consolidated  company  shall  be  the 
Cincinnati  and  Chicago  Railroad  Company,  and  that  the  secretary  shall 
cause  copies  of  this  resolution  to  be  recorded  in  the  recorder’s  office  of 
the  several  counties  through  which  said  consolidated  line  of  railroad  is 
located. 

A  true  copy  from  the  minutes  as  witness  my  hand  and  the  seal  of  said 
company  at  Cincinnati,  Ohio,  this  20th  day  of  September,  1854. 

[L.  S.]  STANHOPE  S.  ROWE,  Secretary. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana  October  10,  1854. 


ARTICLES  OF  CONSOLIDATION 

Between  the  Cincinnati  and  Chicago  Railroad  Company  and  the 
Cincinnati,  Logansport  and  Chicago  Railroad  Company  under 
the  Name  of  the  Cincinnati  and  Chicago  Railroad  Company. 

Memorandum  of  agreement  between  the  Cincinnati  and  Chicago  Rail¬ 
road  Company  of  Indiana,  of  the  first  part,  and  the  Cincinnati,  Logans¬ 
port  and  Chicago  Railway  Company,  of  the  second  part. 

1st.  Witnesseth,  The  capital  stock  of  said  companies  from  this  day  is 
merged  and  consolidated,  and  they  are  made  one  joint  stock  company, 
to  be  called,  known  and  designated  by  the  corporate  name  of  the  Cin¬ 
cinnati  and  Chicago  Railroad  Company,  by  which  name  they  shall  sue 
and  be  sued,  plead  and  be  impleaded,  and  generally  transact  all  the  busi¬ 
ness  of  said  new  corporation,  except  as  hereinafter  excepted.  The 
purpose  of  such  consolidation  being  to  complete  the  construction  of  the 
roads  of  the  several  companies  now  in  progress,  and  to  equip  and  run 
the  same  as  first-class  railroads  for  the  mutual  profits  of  all  the  stock¬ 
holders  thereof,  and  the  capital  stock  of  said  company  shall  be  ten  millions 
of  dollars. 

2nd.  So  much  of  said  roads  as  have  already  been  built  in  part  or  in 
whole  are  hereby  transferred  and  made  over  to  said  new  corporation, 
and  the  lines  as  adopted,  the  rights  of  way,  the  stations,  the  turn-outs, 
the  depot  grounds  and  all  other  property  and  rights  to  them,  said  com¬ 
panies  belonging  or  appertaining,  meaning  to  include  herein  subscrip¬ 
tions,  however  to  be  paid,  contracts  for  delivery,  or  exchange  of  prop¬ 
erty,  or  payment  of  money. 

3rd.  In  consideration  of  which  transfer  and  sale  said  consolidated 
company  is  to  assume  and  pay  all  the  outstanding  liabilities  of  said 
several  companies  of  every  ivind,  and  all  their  indebtedness  for  work 
and  labor,  materials,  rights  of  way,  depot  grounds,  etc.  And  adopt  the 
lines  of  said  roads,  as  has  been  agreed  upon  and  located  by  said  several 
companies  respectively,  their  stations,  turn-outs,  depots,  etc.,  and  generally 
fulfill  and  carry  out  their  contracts,  with  contractors  and  others,  subject 
only  to  the  conditions  and  modifications  hereinafter  stated.  And  said 
consolidated  company  hereby  adopts  and  assumes  the  contracts  of  the 
Cincinnati,  Cambridge  and  Chicago  Short  Line  Railway  Company  with 
the  Cincinnati  Western  Railroad  Company,  dated  26th  March,  A.  D. 
1853,  and  agrees  and  binds  itself  to  carry  out  and  ratify  all  and  singular 
the  provisions  thereof 


CORPORATE  HISTORY. 


56l 


4th.  The  two  lines  of  road  to  Logansport,  and  Wabash,  north  of 
New  Castle,  shall  be  simultaneously  prosecuted  and  completed  with  the 
utmost  expedition,  to  which  end  the  means  of  the  consolidated  company 
are  hereby  pledged,  except  in  so  far  as  the  subscriptions  of  stock,  how¬ 
ever  and  in  what  manner  payable,  on  the  line  from  New  Castle  to 
Wabash  may  be  necessary,  or  are  already  pledged,  to  the  construction 
of  that  part  of  the  road,  in  that  case  the  means  shall  not  be  used  for  any 
other  purpose  or  directed  from  that  end  until  such  portion  of  the  road 
is  completed.  * 

5th.  The  business  of  said  consolidated  company  shall  be  kept  and 
managed  in  two  divisions,  viz.:  1st  division  to  embrace  the  business  from 
the  Ohio  state  line  to  Wabash.  2nd  division  to  embrace  the  business 
from  Richmond  to  Logansport,  and  the  books  and  accounts  shall  be 
so  kept  as  to  fairly  show  the  expenditures  and  receipts,  and  business 
generally  appertaining  to  the  divisions  respectively. 

6th.  The  road  from  New  Castle  south  by  way  of  Cambridge  City  shall 
be  completed  to  its  intersection  with  and  place  of  crossing  the  Junction 
Railroad,  so  soon  as  said  Junction  Railroad  is  completed  from  Conners- 
ville  to  the  town  of  Hamilton  at  its  intersection  with  the  Cincinnati, 
Hamilton  and  Dayton  Railroad. 

7th.  Said  Cincinnati,  Logansport  and  Chicago  Railway  Company 
shall  not  be  abridged  of  any  of  its  powers  and  franchises  belonging  to  it 
by  its  act  of  incorporation  and  amendments  thereto,  but  its  construction 
to  completion  and  its  management  thereafter  shall  be  constructed  under 
and  by  virtue  of  its  charter,  etc.,  which  is  preserved  intact,  and  in  all 
respects  as  if  this  agreement  of  consolidation  had  not  been  made,  except 
as  to  change  of  name,  as  aforesaid,  agreeably  to  the  provisions  of  an  act 
of  the  legislature  of  Indiana,  entitled  an  act  to  authorize  two  or  more 
railroad  companies  to  assume  a  common  name,  and  to  sue  and  be  sued, 
contract  and  be  contracted  with,  and  prosecute  their  business  under  such 
common  name,  passed  and  affirmed  January  25th,  1853,  which  act  is  made 
part  hereof,  and  adopted  as  part  of  this  article  of  agreement.  And  the 
secretary  and  president  of  the  consolidated  company  shall  as  soon  as 
elected  and  qualified,  and  as  soon  as  the  board  of  directors  of  the  said 
two  railroad  companies  hereby  consolidated  shall  have  by  resolution 
entered  on  their  minutes  respectively,  adopted  the  corporate  and  com¬ 
mon  name  of  the  Cincinnati  and  Chicago  Railroad  Company,  cause  a  copy 
of  said  resolutions  to  be  recorded  in  the  recorder’s  office  of  the  different 
counties  through  which  the  roads  of  said  companies  may  run  or  be  located. 

8th.  All  stock  hereafter  issued  and  all  bonds  hereafter  made  shall  be 
in  the  name  of  the  consolidated  company. 

9th.  There  shall  be  but  one  board  of  directors  to  manage  and  conduct 
the  affairs  of  said  consolidated  company,  which  board  shall  consist  of 
thirteen  in  number,  who  shall  be  elected  at  this  time  and  hold  their  office 
until  the  first  Monday  of  January,  1855,  at  which  time  a  new  board  of 
directors  shall  be  elected,  and  annually  thereafter  on  the  first  Monday  of 
January  of  each  year,  and  the  directors  shall  hold  their  offices  until  their 
successors  are  elected  and  qualified.  Said  board  shall  elect  a  president, 
vice-president,  secretary  and  treasurer,  and  such  officers  as  they  may 

36 


562  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

provide.  All  such  inferior  officers  as  may  be  necessary  to  conduct  the 
business  of  the  company  shall  be  appointed  in  such  manner  as  the  by-laws 
of  such  company  may  prescribe. 

10th.  It  is  further  stipulated  (the  Cincinnati  and  Chicago  Railroad 
Company  of  Ohio  being  a  party  thereto,  as  evidenced  by  the  signature  of 
their  president)  that  any  of  the  stock  of  the  said  company  may  be  ex¬ 
changed  for  the  stock  of  the  said  consolidated  company  by  a  surrender 
of  their  certificates  of  stock  to  the  secretary  of  said  consolidated  com¬ 
pany.  But  the  interest  which  has  accrued  on  all  such  stock  up  to  the 
time  of  transfer  shall  be  charged  up  to  said  Cincinnati  and  Chicago 
Railroad  Company  on  the  books  of  said  consolidated  company. 

SOL.  MEREDITH, 

JOHN  CRUM, 

R.  M.  MOORE, 

Committee  on  behalf  Cincinnati  and  Chicago 
Railroad  Company. 

Committee  on  behalf  of  the  Cincinnati,  Lo- 
gansport  and  Chicago  Railway  Company.1 

Ratified  by  stockholders  Cincinnati  and  Chicago  Railroad  Company. 
August  31,  1854,  and  by  stockholders  Cincinnati,  Logansport  and  Chicago 
Railroad  Company,  August  31,  1854. 

DECREE  OF  CONFIRMATION  OF  SALE  2 

Of  the  Cincinnati  and  Chicago  Railroad. 

In  the  Circuit  Court  of  the  United  States  for  the  district  of  Indiana. 
May  term,  i860.  May  26th,  i860.  Before  the  Honorable  John  McLean 
and  the  Honorable  E.  M.  Huntington,  judges. 

George  Carlisle,  trustee,  etc.,  J 

vs.  r  Chancery.  No.  15 

The  Cincinnati  and  Chicago  Railroad  Company,  et  al.  J 

Come  the  parties,  and  the  complainant  moves  the  court  to  confirm  the 
sale,  etc.,  which  motion  is  objected  to  unless  the  power  of  attorney  under 
and  by  virtue  of  which  the  said  purchasers  purchased  said  property  be 
produced,  and  thereupon  the  said  purchasers  produce  said  power  of 
attorney,  duly  authenticated,  and  consent  that  the  same  be  made  a  part 
of  this  order,  which  power  of  attorney  and  authentication  are  in  the 
words  and  figures  following,  to  wit: 

“  Know  all  men  by  these  presents,  That  we,  Pierre  Chouteau,  Uriel 
A.  Murdock,  Frederick  C.  Gebhard,  John  H.  Thompson  and  Henry 
Morgan,  have  made  and  constituted  and  appointed,  and  by  these  presents 
do  make,  constitute  and  appoint  Warren  Murdock  our  and  each  of  our 
agent  and  attorney  in -our  names,  place  and  stead,  or  in  the  names  or 


1  Copied  from  minute  book  Cincinnati  and  Chicago  R.  R.  Co.  The  remaining  signatures  are 
omitted  there. 

2  Decree  of  sale  is  given  in  full  in  deed  of  John  H.  Rea  to  Pierre  Chouteau,  et  ah,  May  26,  i860, 
page  574. 


CORPORATE  HISTORY. 


563 


name  of  any  or  either  of  us,  to  attend  any  sale  of  the  Cincinnati  and 
Chicago  Railroad,  mortgaged  premises,  property,  rights  and  franchises 
mentioned  or  referred  to  in  a  decree  of  the  Circuit  Court  of  the  United 
States  for  the  seventh  judicial  circuit  and  district  of  Indiana,  made  on 
the  14th  day  of  March,  i860,  in  a  certain  cause  wherein  George  Carlisle, 
trustee,  etc.,  is  complainant,  and  the  Cincinnati  and  Chicago  Railroad 
Company  and  others  are  defendants,  whenever  and  wherever  the  same 
may  be  offered  for  sale  under  and  by  virtue  of  said  decree,  to  bid  there¬ 
for  the  sum  of  twenty-five  thousand  dollars;  and  if  it  becomes  necessary, 
by  reason  of  competition  at  the  sale,  to  secure  the  purchase  of  said  rail¬ 
road,  premises,  etc.,  then  to  bid  therefor  to  the  further  extent  of  three 
hundred  and  fifty  thousand  dollars,  being  the  amount  being  decreed  to 
be  paid  or  due  Ripley  and  Judson,  and  of  their  claim  mentioned  in  said 
decree  (which  claim  has  been  assigned  by  them  to  Schuchardt,  Gebhard 
and  Murdock  in  trust  for  the  purpose  of  enabling  them  to  purchase  said 
railroad,  etc.,  and  carry  into  effect  the  compromise  agreement  heretofore 
made  among  the  parties  interested  therein);  and  also  to  bid  to  the  further 
extent  of  one  hundred  and  fifty  thousand  dollars;  making  in  all  the 
aggregate  amount  of  such  bids  five  hundred  and  twenty-five  thousand 
dollars  ($525,000),  and  to  purchase  in  our  names,  or  in  the  names  or 
name  of  any  or  either  of  us,  said  railroad,  mortgaged  premises,  property, 
rights  and  franchises  referred  to  in  said  decree,  at  a  price  not  exceeding 
said  sum  of  five  hundred  and  twenty-five  thousand  dollars,  and  in  our 
names  or  in  our  behalf,  or  in  the  names  or  on  the  behalf  of  any  or 
either  of  us  to  comply  with  and  perform  all  the  provisions  of  said  decree 
in  relation  to  the  bidding  at  the  sale;  the  purchase  of  said  mortgaged 
premises  to  be  made  as  aforesaid  for  the  purpose  of  carrying  into  effect 
the  compromise  agreements  heretofore  made  among  the  parties  inter¬ 
ested  therein,  according  to  their  spirit  and  intent,  giving  and  granting 
unto  our  said  agent  and  attorney  full  power  and  authority  to  do  and 
perform  all  and  every  act  and  thing  whatsoever  requisite  and  necessary 
to  be  done  in  and  about  the  premises  as  fully  to  all  intents  and  purposes 
as  we  might  or  could  do  if  personally  present. 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals,  the 
twenty-fifth  day  of  April,,  in  the  year  one  thousand  eight  hundred  and 
sixty. 

FRED  C.  GEBHARD,  [seal] 

U.  A.  MURDOCK,  [seal] 

P.  CHOUTEAU,  Jr,  [seal] 

per  John  H.  Thompson,  Atty. 

Sealed  and  delivered  in  the  presence  of  (the  word  “  John  ”  written  on 
erasure  before  Execution) 

JOHN  I.  KAVANAGH. 

HENRY  MORGAN,  [seal] 

JOHN  H.  THOMPSON,  [seal] 

State  of  New  York, 

City  and  county  of  New  York, 

On  this  twenty-fifth  day  of  April,  i860,  before  me,  Moses  B.  Maclay, 
a  commissioner  of  the  state  of  Indiana,  resident  in  the  city  of  New  York, 


564  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

duly  commissioned  and  qualified  to  take  the  acknowledgments  of  deeds, 
etc.,  personally  appeared  Frederick  C.  Gebhard,  Uriel  A.  Murdock,  Henry 
Morgan  and  John  H.  Thompson,  known  to  me  to  be  the  individuals 
described  in  and  who  executed  the  foregoing  power  of  attorney,  and  they 
severally  acknowledged  to  me  that  they  executed  the  same,  and  the  said 
John  H.  Thompson  further  acknowledged  that  he  had  executed  the  said 
power  of  attorney  as  the  act  and  deed  of  Pierre  Chouteau,  Jr.,  therein 
described,  by  virtue  of  a  power  of  attorney  duly  executed  by  the  said 
Pierre  Chouteau,  Jr.,  bearing  date  the  eighth  day  of  October,  1858.  And 
I  further  certify  that  I  know  the  said  John  H.  Thompson  who  made  the 
said  acknowledgment  to  be  the  same  individual  who  executed  the  said 
power  of  attorney  as  the  act  and  deed  of  said  Pierre  Chouteau,  Jr. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  my 
official  seal  the  day  and  year  aforesaid. 

[seal]  MOSES  B.  MACLAY, 

Indiana  Commissioner  in  the  city  of  New  York. 

And  it  appearing  to  the  court  from  the  evidence  adduced  in  this  behalf 
that  said  purchasers  are  trustees  as  set  forth  in  said  power  of  attorney 
and  the  papers  therein  referred  to,  and  that  the  proceedings  by  the 
commissioner  in  regard  to  the  sale  have  been  in  all  respects  regular  and 
in  conformity  with  the  decree  of  the  court,  the  said  sale  is  hereby  con¬ 
firmed.  And  the  commissioner  is  hereby  ordered  to  make  a  deed  to  the 
said  purchasers  in  conformity  thereto. 

Entered  Order  Book  H,  page  117. 

MORTGAGE. 

Cincinnati  and  Chicago  Railroad  Company  to  Martin  L.  Bundy. 

Dated  November  10,  1854. 

Conveying  real  estate  and  rolling  stock  of  the  company  to  secure  en¬ 
dorsers  on  certain  notes  of  the  company. 

Know  all  men  by  these  presents,  That  the  Cincinnati  and  Chicago 
Railroad  Company,  for  and  in  consideration  of  the  sum  of  $1  in  hand 
paid,  and  in  consideration  of  the  premises  as  herein  stated,  for  and  by 
these  presents  do  grant,  bargain,  sell  and  convey  unto  Martin  L.  Bundy, 
his  heirs  and  assigns  forever,  all  the  following  personal  property,  to  wit: 

Five  locomotive  engines  and  tenders,  now  on  the  line  of  said  railroad 
in  Indiana,  called  “  Chicago/’  “  Hoosier,”  “  Swinette,”  “  Pathfinder  ” 
and  “  Julia  Dean.” 

Also  ten  (10)  house  freight  cars,  two  (2)  passenger  cars,  seven  plat¬ 
form  cars,  two  (2)  small  iron  cars  and  one  hand  car  purchased  of  George 
Keck,  four  (4)  hand  cars  purchased  of  Thresher  &  Co.,  thirty  (30) 
gravel  cars  on  the  road  between  Richmond  and  Sulphur  Springs,  fifty 
(50)  platform,  hog  and  cattle  cars,  built  and  partly  built  at  Hagerstown, 
and  all  the  wheels  and  axles  and  other  material  therefor. 

Eleven  (11)  cars  built  at  Richmond  and  others  partly  built  and  all  the 
lumber  and  material  therefor,  including  wheels  and  axles  for  fifty  cars 
in  all  at  Richmond. 


CORPORATE  HISTORY. 


565 


Also  all  the  platform  and  gravel  cars  built  and  building  at  Logansport, 
and  also  all  the  personal  property  of  every  description  at  the  station 
and  along  the  line  of  said  road;  and  all  the  machinery,  tools  and  ma¬ 
terials  of  every  kind  at  and  pertaining  to  the  shops  of  said  company  at 
New  Castle,  Cambridge  City  and  Logansport. 

And  also  the  following  described  real  estate,  to  wit:  A  tract  situate  in 
Wayne  county  and  bounded  as  follows:  commencing  on  the  south  line 
of  section  twenty-three  (23),  township  seventeen  (17),  range  twelve  (12), 
where  the  track  of  the  Cincinnati,  Logansport  and  Chicago  Railway 
crosses  the  same;  thence  west  on  said  section  line  to  the  east  bank  of 
the  Hagerstown  canal;  thence  north  on  the  bank  of  said  canal  to  the 
south  side  of  said  railway;  thence  along  the  south  side  of  said  railway  to 
the  place  of  beginning;  containing  two  and  one-half  (2^)  acres,  more  or 
less.  Also  all  that  certain  tract  of  land  lying  west  of  White  Water  Val¬ 
ley  Canal,  adjoining  the  town  of  Cambridge  City,  purchased  of  Jonathan 
Hawkins  by  deed  bearing  date  September  26,  1853,  not  heretofore  sold 
and  conveyed  by  said  railway  company,  or  occupied  by  the  right  of 
way  on  which  said  tract  hereby  conveyed  is  situate,  a  new  machine 
shop  erected  by  said  company.  Also  all  that  part  of  out  lots  Nos. 
fifteen  (15)  and  sixteen  (16)  in  New  Castle,  Henry  county,  Indiana,  lying 
south  of  and  adjoining  the  track  of  the  Cincinnati  and  Chicago  Railroad, 
bounded  on  the  east  side  by  the  lands  formerly  owned  by  John  Powell 
on  the  south  by  alley  No.  5,  as  recorded  on  the  plat  of  New  Castle. 
Also  lot  No.  5  in  Taylor’s  addition  to  New  Castle,  Henry  county, 
Indiana.  Also  two  iron  safes,  and  all  the  office  furniture,  consisting 
of  tables,  desk  case,  press,  etc.,  at  the  office  of  said  company  at  New 
Castle  and  Cambridge  City.  Also  one  iron  safe,  desks  and  furniture 
at  the  office  of  said  company  in  Muncie,  Delaware  county,  Indiana;  to 
have  and  to  hold  all  the  said  personal  property  and  real  estate  in  trust 
for  the  uses  and  purposes  following,  to  wit:  Whereas  a  large  portion  of 
the  debts  of  the  said  railroad  company  have  been  secured  by  the  per¬ 
sonal  endorsement  of  the  present  directors  and  others  who  were  formerly 
directors  of  the  company  and  for  which  they  are  now  responsible, 
amongst  which  is  a  debt  due  the  Citizens  Bank  at  Richmond,  Indiana, 
amounting  to  over  $50,000,  now  this  conveyance  is  hereby  declared  to 
be  in  trust  to  secure  and  indemnify,  first  the  said  persons  who  are  bound 
for  said  debt  at  the  Citizens  Banx,  or  who  at  any  time  hereafter  become 
bound  therefor,  either  as  makers,  acceptors  or  endorsers  thereof,  or  any 
portion  of  the  same;  and  secondly  to  secure  all  the  endorsers  of  said 
company  against  all  other  debts  and  liabilities  of  said  company  for 
which  they  are  or  may  become  in  any  manner  liable  as  makers,  drawers, 
acceptors  or  endorsers  for  or  on  account  of  said  company.  The  said 
trustee  to  hold  all  said  property  until  said  date  at  the  Citizens  Bank,  or 
some  part  thereof  shall  become  due  and  required  to  be  paid,  and  then 
in  that  case  of  the  non-payment  thereof,  he  is  hereby  directed  and  re¬ 
quired  to  sell  the  same  and  so  much  thereof  as  may  be  required  to  pay 
said  debt;  and  after  said  debt  to  said  bank  shall  be  fully  paid,  then  he 
shall  hold  the  residue  of  said  property,  or  the  proceeds  thereof  for  the 
payment  of  any  other  liabilities  for  which  any  of  said  persons  may  have 


566  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


become  liable  to  said  company  as  aforesaid;  and  after  all  such  liabilities 
shall  have  been  paid  by  the  company,  or  by  said  trustee,  then  the  residue 
of  said  property,  or  the  proceeds  thereof  shall  revert  to  said  railway 
company. 

In  witness  whereof  these  presents  are  signed  by  the  president,  attested 
by  the  secretary,  with  the  corporate  seal  of  said  company  attached. 

November  10th,  1854. 

CALEB  B.  SMITH,  President. 

STANHOPE  S.  ROE  Secretary,  [seal] 

Corporate  seal. 

Acknowledged  before  Samuel  Stokes,  notary  public,  Hamilton  county, 
Ohio,  November  10,  1854. 

Recorded,  Wayne  county,  Ind.,  Mortgage  Record  5,  page  230. 


MORTGAGE. 

Cincinnati  and  Chicago  Railroad  Company  to  Joseph  H.  White 

and  Martin  L.  Bundy,  Trustees. 

Dated  October  1,  1855. 

Securing  $500,000  bonds,  dated  October  1,  1855,  payable  January  1,  1875, 

bearing  7  per  cent,  interest. 

This  indenture,  made  the  first  day  of  October,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  fifty-five,  between  the  Cincinnati  and 
Chicago  Railroad  Company,  a  corporation  duly  created  by  the  laws  of 
the  state  of  Indiana,  of  the  first  part,  and  Joseph  H.  White,  of  the  city 
of  New  York,  and  Martin  L.  Bundy,  of  the  county  of  Henry  and  state 
of  Indiana  of  the  second  part,  witnesseth:  That,  whereas,  the  said  Cin¬ 
cinnati  and  Chicago  Railroad  Company,  pursuant  to  the  terms  of  their 
charter,  are  engaged  in  constructing  and  equipping  a  railroad  from 
Richmond,  in  the  state  of  Indiana,  by  way  of  New  Castle,  Anderson 
and  Kokomo,  to  Logansport,  in  said  state,  and  for  the  purpose  of  con¬ 
structing  the  same  and  its  necessary  appendages  and  equipping  it  with 
the  necessary  machines,  have  resolved  to  raise  money  by  loan  to  an 
amount  not  exceeding  five  hundred  thousand  dollars,  and  for  that  purpose 
have  made  and  executed  three  hundred  bonds  of  the  denomination  of 
one  thousand  dollars  each,  and  numbered  from  one  to  three  hundred 
inclusive,  and  also  four  hundred  bonds  of  the  denomination  of  five 
hundred  dollars  each,  and  numbered  from  three  hundred  and  one  to 
seven  hundred  inclusive,  amounting  in  the  aggregate  to  five  hundred 
thousand  dollars,  which  bonds  bear  date  first  of  October,  eighteen  hun¬ 
dred  and  fifty-five,  and  a~e  made  payable  to  Joseph  H.  White  or  bearer 
at  the  American  Exchange  Bank  in  the  city  of  New  York,  on  the  first 
day  of  January,  in  the  year  eighteen  hundred  and  seventy-five,  and  bear¬ 
ing  interest  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi¬ 
annually  on  the  first  day  of  July  and  January  in  each  year,  according 
to  the  interest  warrants  attached  to  each  of  said  bonds,  and  are  to  be 


CORPORATE  HISTORY. 


567 


on  an  equality,  so  far  as  regards  the  payment  thereof  by  these  presents. 
Now  therefore,  This  indenture  witnesseth  that  the  said  Cincinnati 
and  Chicago  Railroad  Company,  in  order  to  secure  the  payment  of  the 
said  several  bonds  hereinbefore  described,  and  any  and  all  interest  on 
said  several  bonds,  and  in  consideration  of  the  sum  of  one  dollar  paid 
on  the  sealing  and  delivery  hereof  by  the  said  Joseph  H.  White  and 
Martin  L.  Bundy,  the  receipt  whereof  is  hereby  acknowledged,  have 
granted,  bargained,  sold,  transferred  and  conveyed,  and  by  these  presents 
do  grant,  bargain,  sell,  transfer  and  convey  to  the  said  Joseph  H.  White 
and  Martin  L.  Bundy,  and  their  successors  forever,  all  the  present  and 
future  to  be  acquired  property  of  the  said  Cincinnati  and  Chicago  Rail¬ 
road  Company,  that  is  to  say,  their  said  road  from  Richmond  to  Logans- 
port,  including  the  right  of  way  thereof  and  the  lands  occupied  thereby 
from  Richmond  to  Logansport  as  aforesaid,  with  the  superstructure 
and  all  the  rails  or  other  materials  used  thereon  or  procured  therefor, 
and  all  machinery,  bridges,  viaducts,  culverts,  fences,  depots  and  station 
grounds,  and  buildings  erected  thereon,  tolls  and  income,  and  any  rights 
thereto  or  interest  therein,  together  with  the  tolls  or  income  to  be  had 
or  levied  therefrom,  and  all  the  franchises,  rights  and  privileges  of  the 
said  Cincinnati  and  Chicago  Railroad  Company  of,  in,  to  or  concerning 
the  same.  To  have  and  to  hold  the  same  and  every  part  thereof,  with 
all  the  appurtenances,  unto  the  said  Joseph  H.  White  and  Martin  L. 
Bundy,  and  the  survivor  of  them,  and  their  successors  forever,  upon 
the  following  trusts,  that  is  to  say,  that  in  case  the  said  Cincinnati  and 
Chicago  Railroad  Company  shall  fail  to  pay  the  principal  or  any  part 
thereof,  or  any  of  the  interests  on  said  bonds,  issued  under  this  deed  of 
trust,  at  any  time  when  the  same  may  become  due  and  payable,  when 
demanded,  according  to  the  tenor  thereof,  then,  after  sixty  days  from 
such  default,  upon  the  request  of  the  holder  of  any  of  said  bonds,  the 
said  Joseph  H.  White  and  Martin  L.  Bundy,  or  the  survivor  of  them 
or  their  successors,  may  enter  into  and  take  possession  of  all  or  any 
part  of  the  said  premises  and  property,  and  as  such  trustees  or  trustee  or 
attorney  or  attorneys  or  attorney  in  fact  of  said  company,  by  themselves 
or  himself  or  agent  or  substitutes  duly  constituted,  have,  use  and  em¬ 
ploy  the  same,  making  from  time  to  time  all  needful  repairs,  alterations 
and  additions  thereto,  and  after  deducting  the  expenses  of  such  use, 
repairs,  alterations  and  additions  thereto,  apply  the  proceeds  thereof  to 
the  payment  of  the  principal  and  interest  of  all  said  bonds  remaining 
unpaid.  Or  the  said  Joseph  H.  White  and  Martin  L.  Bundy,  or  the 
survivor  of  them  and  their  successors,  at  their  or  his  discretion,  on 
the  written  request  of  the  holders  of  at  least  one-half  of  the  bonds  then 
unpaid,  shall  cause  the  said  premises,  or  so  much  thereof  as  shall  be 
necessary  to  pay  and  discharge  the  principal  and  interest  of  all  such  of 
said  bonds,  as  then  be  unpaid  as  aforesaid,  to  be  sold  at  public  auction 
in  the  city  of  Cincinnati,  Ohio,  giving  at  least  forty  days’  notice  of  the 
time,  place  and  terms  of  such  sale  and  of  the  specific  property  to  be 
sold,  by  publishing  the  same  in  at  least  one  newspaper  of  general  cir¬ 
culation  in  each  of  the  cities  of  New  York  and  Cincinnati  and  Chicago, 
and  execute  to  the  purchaser  or  purchasers  thereof  a  good  and  sufficient 


568  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

deed  of  conveyance  in  fee  simple  for  the  same,  which  shall  be  a  bar 
against  the  said  Cincinnati  and  Chicago  Railroad  Company,  their  succes¬ 
sors  and  assigns,  and  all  persons  claiming  under  them  of  all  right  and 
claims  or  interest  in  or  to  said  premises,  or  any  part  thereof;  and  the 
said  Joseph  H.  White  and  Martin  L.  Bundy,  or  the  survivor  of  them, 
and  their  successors  shall,  after  deducting  from  the  proceeds  of  said 
sale  the  costs  and  expenses  of  managing  said  property  and  of  such  sale, 
apply  so  much  of  the  proceeds  as  may  be  necessary  to  the  satisfaction 
and  payment  of  said  principal  and  interest  due  or  unpaid  on  said  bonds, 
and  shall  restore  the  residue  thereof  to  the  said  Cincinnati  and  Chicago 
Railroad  Company,  or  their  assigns,  it  being  hereby  expressly  understood 
that  in  no  case  shall  any  claim  or  advantage  be  taken  of  any  valuation,  ap¬ 
praisement  or  extension  laws  by  the  Cincinnati  and  Chicago  Railroad 
Company  or  their  assigns,  nor  shall  any  injunction  or  stay  of  proceed¬ 
ings,  or  any  process  be  applied  for  or  obtained  by  them  to  prevent  such 
entry  or  sale  as  aforesaid.  It  is  hereby  understood  and  declared  that 
this  mortgage  is  subject  to  the  prior  lien  and  rights  of  a  mortgage,, 
executed  by  the  said  company  in  their  former  name  of  the  “  Cincinnati,. 
Logansport  and  Chicago  Railway  Company,'’  on  the  first  day  of  April, 
A.  D.  eighteen  hundred  and  fifty-three,  to  George  Washington  Riggs,. 
Jr.,  George  Alfred  Hamilton  and  George  Carlisle  to  secure  the  payment 
of  two  hundred  bonds,  of  the  denomination  of  two  hundred  and  twenty- 
five  pounds  sterling  each,  also  four  hundred  and  ten  bonds  of  the  de¬ 
nomination  of  five  hundred  pounds  sterling  each,  in  the  city  of  London, 
on  the  first  day  of  May,  in  the  year  eighteen  hundred  and  eighty-three, 
and  bearing  interest  at  the  rate  of  six  per  cent,  per  annum,  payable 
semi-annually  in  the  city  of  London;  also  two  hundred  and  forty  bonds, 
of  the  denomination  of  one  thousand  dollars  each,  issued  by  the  said 
Cincinnati  and  Chicago  Railroad  Company  and  bearing  date  on  the  first 
day  of  August,  eighteen  hundred  and  fifty-five,  and  payable  to  George 
W.  Riggs,  Jr.,  and  George  Alfred  Hamilton  or  bearer,  at  the  Bank  of 
the  Republic,  in  the  city  of  New  York,  on  the  first  day  of  May,  eighteen 
hundred  and  eighty-three,  with  interest  at  the  rate  of  seven  per  cent,  per 
annum,  payable  semi-annually  at  the  same  place,  and  which  said  last 
named  bonds  were  issued  in  lieu  of  fifty  thousand  pounds  sterling,  which 
the  said  Cincinnati,  Logansport  and  Chicago  Railroad  Company,  by  the 
terms  of  the  said  mortgage  above  referred  to,  reserved  the  right  to  issue 
at  any  time  thereafter,  and  which  are  equally,  with  the  said  two  hundred 
and  fifty  thousand  pounds  sterling  ratably  and  without  preference 
secured  by  said  mortgage,  and  the  said  Cincinnati  and  Chicago  Railroad 
Company  hereby  further  covenant  as  aforesaid  that  all  money  borrowed 
for  the  purposes  aforesaid  upon  the  security  of  any  of  the  said  bonds 
shall  be  faithfully  applied,  with  due  diligence,  in  the  construction  of  said 
road  and  its  appendages,  and  in  the  equipments  thereof,  and  in  the  pay¬ 
ments  of  debts  already  incurred  by  the  said  company  for  that  purpose; 
and  it  is  hereby  mutually  agreed,  and  these  presents  are  upon  this  ex¬ 
press  condition,  that  on  payment  of  the  principal  and  interest  of  said 
bonds,  the  estate  hereby  granted  shall  be  void,  and  the  right  to  the  prem¬ 
ises  hereby  conveyed  shall  revert  and  revest  in  the  said  Cincinnati  and 


CORPORATE  HISTORY. 


569 


Chicago  Railroad  Company  and  their  assigns,  without  any  further 
acknowledgment  of  satisfaction,  reconveyance,  re-entry  or  other  act;  and 
it  is  further  agreed  that  the  said  Joseph  H.  White  and  Martin  L.  Bundy 
and  the  survivor  of  them  or  their  successors  shall  only  be  accountable 
for  reasonable  diligence  in  the  management  thereof;  in  case  they  or 
either  of  them  should  be  required  by  reason  of  the  non-payment  of  said 
bonds,  or  the  interest  thereon  to  take  possession  of  the  said  road  and 
premises  for  the  benefit  of  the  holders  of  said  bonds,  and  shall  not  be 
responsible  for  the  acts  of  any  agents  employed  by  them  or  either  of 
them  when  such  agent  is  selected  with  reasonable  discretion,  and  that 
they  and  each  of  them  shall  receive  and  be  entitled  to  receive  proper 
compensation  for  every  labor  or  service  performed  in  the  discharge  of 
the  trust  aforesaid,  in  case  they  or  either  of  them  shall  be  compelled  to 
take  possession  of  said  premises  or  any  part  thereof  or  manage  the  same, 
and  it  is  further  agreed  that  in  case  of  the  death,  mental  incapacity  or 
resignation  of  the  said  Joseph  H.  White  and  Martin  L.  Bundy,  or  either 
of  them,  the  said  Cincinnati  and  Chicago  Railroad  Company  may,  on 
notice  of  ten  days  by  advertisement  in  any  newspaper  published  in  the 
state  of  Indiana  to  the  holder  of  said  bonds,  or  in  default  of  the  company 
to  .take  such  proceedings,  then  the  holders  of  a  majority  of  said  bonds 
may,  on  ten  days’  notice  to  said  company,  apply  to  the  Court  of  Common 
Pleas,  or  to  the  Circuit  Court  in  either  of  the  counties  of  Wayne,  Henry, 
Madison  or  Cass,  in  the  state  of  Indiana,  to  appoint  one  or  more  trus¬ 
tees  to  supply  their  places,  and  thereupon  such  new  trustee  or  trustees 
being  so  appointed  by  either  of  the  courts  aforesaid  shall  become  vested 
for  the  purposes  aforesaid  with  all  the  rights,  interests,  powers  and 
duties  hereby  vested  in  the  trustees  hereinbefore  named  without  any 
further  assurance  or  conveyance  for  the  same. 

In  witness  whereof,  the  said  company  have  caused  their  corporate  seal 
to  be  hereunto  affixed,  and  these  presents  to  be  signed  by  their  president 
and  attested  by  their  secretary,  the  first  day  of  October,  A.  D.  eighteen 
hundred  and  fifty-five. 

CALEB  B.  SMITH,  President. 
JOSEPH:  H.  WHITE, 

MARTIN  L.  BUNDY. 

Attest: 

DAVID  B.  LAPTON,  Secretary. 

In  presence  of 
PETER  LATIMER, 

MOSES  B.  MACLAY. 

Acknowledged  by  Caleb  B.  Smith  and  Joseph  H.  White  before  Moses 
B.  Maclay,  commissioner  for  Indiana  in  New  York,  November  2,  1855, 
and  by  Martin  L.  Bundy  before  Samuel  Stokes,  Jr.,  notary  public,  Hamil¬ 
ton  county,  Ohio,  November  6,  1855. 

Recorded,  Henry  county,  Indiana,  Mortgage  Record  3,  page  460. 


5/0  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


CINCINNATI  AND  CHICAGO  AIR  LINE  RAILROAD 

COMPANY.1 

ARTICLES  OE  ASSOCIATION. 

Pierre  Chouteau,  Jr.,  Uriel  A.  Murdock,  Frederick  C.  Gebhard,  John 
H.  Thompson  and  Henry  Morgan,  subscribers  hereto,  the  purchasers 
of  the  railroad  hereinafter  mentioned,  and  its  appurtenances,  at  a  sale 
thereof,  made  under  and  by  virtue  of  a  decree  for  the  foreclosure  of  a 
certain  mortgage,  executed  by  the  Cincinnati,  Logansport  and  Chicago 
Railway  Company  to  George  Washington  Riggs,  Jr.,  George  Alfred 
Hamilton  and  George  Carlisle,  trustees,  dated  April  i,  1853,  now  hold¬ 
ing  and  owning  said  railroad  and  its  appurtenances,  do  hereby  certify 
that  they  have  associated  and  do  hereby  associate  themselves  together 
as  an  incorporated  company  in  pursuance  of  the  provisions  of  a  statute 
of  the  state  of  Indiana,  entitled  “  An  act  authorizing  the  purchasers 
of  railroads,  plank  roads,  turnpike  roads  and  macadamized  roads  or 
parts  thereof  under  mortgaged  sale  or  sales,  made  according  to  the 
terms  of  deeds  of  trust  to  organize  as  incorporated  companies  and  pre¬ 
scribing  their  powers  and  duties,"  approved  March  5,  1859,  and  the  laws 
of  said  state  of  Indiana  for  the  purpose  of  holding,  owning,  possessing, 
maintaining  and  operating  said  railroad  purchased  as  aforesaid,  for 
public  use,  for  the  conveyance  of  persons  and  property  between  Rich¬ 
mond,  in  the  county  of  Wayne,  in  the  state  of  Indiana,  and  Logansport, 
in  the  county  of  Cass,  in  said  state;  and  they  do  hereby  adopt  and  agree 
to  the  following  articles  of  association. 

Article  First.  The  corporate  name  by  which  said  company  shall  be 
designated  and  known  is  the  “  Cincinnati  and  Chicago  Air  Line  Railroad 
Company.”  The  railroad  to  be  maintained  and  operated  by  said  company 
commences  at  a  point  on  the  south  side  of  the  railroad  passenger  depot 
in  the  city  of  Richmond,  Wayne  county,  Indiana,  at  the  western  terminus 
of  the  track  of  the  Eaton  and  Hamilton  Railroad  Company  and  extends 
in  a  northwesterly  direction  through  the  counties  of  Wayne,  Henry, 
Madison,  Tipton,  Howard  and  Cass,  in  said  state  of  Indiana,  to  the 
point  of  intersection  of  the  track  of  the  Chicago  and  Cincinnati  Railroad 
Company  with  the  tracks  of  the  Toledo  and  Wabash  Railway  Company 
and  the  Toledo,  Logansport  and  Burlington  Railroad  Company  in  Duret 
street,  in  said  city  of  Logansport,  and  is  about  one  hundred  and  eight 
miles  in  length,  and  has  been  heretofore  known  as  the  road  of  the  Cin¬ 
cinnati  and  Chicago  Railroad  Company. 

Art.  Second.  The  said  railroad  was  purchased  by  the  said  Pierre 
Chouteau,  Jr.,  Uriel  A.  Murdock,  Frederick  C.  Gebhard,  John  H. 
Thompson  and  Henry  Morgan  on  the  28th  day  of  April,  i860,  at  public 
auction,  in  the  city  of  Logansport  aforesaid,  the  sale  thereof  having  been 
made  by  o.rder  of  the  Circuit  Court  of  the  United  States  for  the  seventh 
judicial  circuit  and  district  of  Indiana,  upon  the  foreclosure  of  the  mort¬ 
gage  above  mentioned.  The  said  railroad,  with  its  appurtenances, 
equipments  and  furniture,  rights  and  franchises  (subject  to  the  prior  lien 


1  See  pages  73  and  83. 


CORPORATE  HISTORY. 


5/i 


of  a  mortgage  executed  by  the  New  Castle  and  Richmond  Railroad 
Company  on  the  25th  day  of  February,  1852,  to  Joseph  B.  Varnum  and 
George  Carlisle,  trustees,  on  that  part  of  said  road,  right  of  way,  station, 
grounds,  etc.,  which  extends  from  Richmond  to  New  Castle,  a  dis¬ 
tance  of  27  miles,  to  secure  the  payment  of  its  bonds  to  the  amount  of 
$300,000  of  principal  with  the  interest  thereon)  shall  be  conveyed  to  or 
vested  in  the  said  Cincinnati  and  Chicago  Air  Line  Railroad  Company 
so  soon  as  its  organization  is  completed  for  the  consideration  of  its 
stocks  and  bonds  to  be  created,  issued  and  delivered  as  hereinafter  pro¬ 
vided. 

Art.  Third.  The  capital  stock  of  said  Cincinnati  and  Chicago  Air  Line 
Railroad  Company  created  by  and  under  these  articles  of  association  shall 
be  $500,000  and  divided  into  5000  shares  of  $100  each,  the  actual  cost  of 
the  construction  of  said  railroad  having  exceeded  $2,500,000.  All  of 
said  stock  shall  be  issued  full-paid  stock  to  the  subscribers  hereto,  the 
consideration  therefor  being  the  railroad,  property  and  franchises  to 
be  conveyed  to  or  vested  in  the  said  company  as  hereinbefore  stated. 
For  the  residue  of  the  aforesaid  consideration  the  said  Cincinnati  and 
Chicago  Air  Line  Railroad  Company  shall  execute  its  bonds  to  the 
amount  of  $1,600,000  and  deliver  the  same  to  Frederick  Schuchardt, 
Frederick  C.  Gebhard  and  Uriel  A.  Murdock.  All  of  said  bonds  shall 
be  executed  by  said  company  in  due  form  in  sums  not  less  than  $100  and 
not  exceeding  $1000  each,  payable  on  the  first  day  of  August,  1890,  at 
the  Continental  Bank  in  the  city  of  New  York,  with  interest  at  the  rate 
of  seven  per  centum  per  annum  from  the  date  thereof,  payable  half-yearly 
on  the  first  day  of  February  and  August  in  each  year  at  said  Continental 
Bank  on  the  presentation  and  surrender  of  the  warrants  for  such  in¬ 
terest  thereunto  annexed;  said  bonds  shall  be  secured  by  a  first  general 
mortgage  on  all  the  property  and  interests  so  to  be  conveyed  to  said 
company  by  the  said  Chouteau,  Murdock,  Gebhard,  Thompson  and 
Morgan  (subject  to  the  aforesaid  mortgage  to  Varnum  and  Carlisle, 
trustees),  to  be  executed  by  the  said  company  in  due  and  proper  form 
under  its  corporate  seal,  to  Matthew  Morgan  and  Frederick  Schuchardt, 
as  trustees,  for  any  person,  persons  or  parties  who  may  from  time  to 
time  become  the  owner  or  owners  or  holders  of  said  bonds.  Said 
mortgage  shall  contain  a  covenant  for  further  assurance  to  be  executed 
from  time  to  time  for  the  benefit  of  the  holders  of  said  bonds,  and  such 
other  lawful  covenants  and  provisions  as  may  be  required  by  said 
Schuchardt,  Gebhard  and  Murdock,  and  shall  provide  for  securing 
equally  with  the  aforesaid  bonds  an  additional  issue  of  bonds  to  the 
further  amount  of  $300,000,  which  shall  be  issued  only  in  payment  of  or 
exchange  for  the  bonds  now  secured  by  the  aforesaid  mortgage  to 
Varnum  and  Carlisle,  and  shall  be  duly  recorded  and  delivered  to  said 
trustees.  And  it  is  hereby  expressly  agreed  by  and  between  said  asso¬ 
ciates,  that  the  entire  capital  stock  above  mentioned,  and  any  future 
increase  thereof,  in  any  wise,  and  all  other  property  which  -may  be 
hereafter  acquired  by  the  said  Cincinnati  and  Chicago  Air  Line  Railroad 
Company  shall  be  at  all  times  and  in  every  wise  subject  and  subordinate 
to  the  lien,  effect  and  operation  of  said  mortgage  above  provided  for 


5 72  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


as  fully  and  entirely  as  if  the  amount  secured  thereby  had  been  actually 
expended  by  said  company  for  completing  and  finishing  said  road,  and 
said  bonds  had  been  issued  for  the  moneys  expended. 

Art.  Fourth.  There  shall  be  seven  directors  of  said  Cincinnati  and 
Chicago  Air  Line  Railroad  Company,  and  the  following  persons,  viz.,. 
Uriel  A.  Murdock,  Frederick  C.  Gebhard,  Henry  Morgan,  John  H. 
Thompson,  George  B.  Ripley,  Amos  Tenney  and  William  D.  Judsonr 
are  hereby  appointed  such  directors  in  pursuance  of  the  aforesaid  act,, 
approved  March  5,  1859,  and  shall  manage  and  control  the  affairs  of 
said  company  until  they  shall  be  superseded  by*  a  regular  election  of 
directors  in  the  manner  provided  by  law.  A  majority  of  the  directors 
shall  constitute  a  quorum  for  the  transaction  of  business. 

Art.  Fifth.  The  board  of  directors  shall,  as  soon  as  may  conveniently 
be  done,  make  and  adopt  by-laws  for  the  management  and  disposition 
of  the  stock,  property  and  business  affairs  of  said  company  not  incon¬ 
sistent  with  the  laws  of  the  state  of  Indiana,  and  shall  therein  designate 
its  subordinate  officers  and  provide  for  the  appointment  of  the  same. 

Art.  Sixth.  The  capital  stock  of  said  Cincinnati  and  Chicago  Air  Line 
Railroad  Company  has  been  apportioned  to  and  among  and  shall  be 
taken  by  the  several  subscribers  hereto  to  the  extent  of  the  number  of 
shares  set  opposite  their  names  respectively. 

In  witness  whereof,  we,  the  subscribers,  have  hereunto  affixed  our 
respective  names  and  seals  and  places  of  residence  and  stated  the  number 
of  shares  of  said  stock  by  us  respectively  subscribed  and  taken  this 
ninth  day  of  July,  in  the  year  i860. 


Subscribers’  names. 

Residence.  ] 

Mo.  of  shares 

P.  CHOUTEAU,  Jr., 

St.  Louis, 

I. 

URIEL  A.  MURDOCK, 

New  York. 

1664. 

FRED  C.  GEBHARD, 

New  York, 

3330. 

JOHN  H.  THOMPSON, 

New  York, 

I. 

HENRY  MORGAN, 

New  York, 

I. 

WM.  D.  JUDSON, 

New  York, 

I. 

GEORGE  BRADFORD  RIPLEY, 

New  York, 

I. 

AMOS  TENNEY, 

New  York, 

I. 

Filed  in  the  office  of  the  secretary  of  state 

of  Indiana,  July 

10,  i860. 

CERTIFICATE  OF  ORGANIZATION. 

At  a  meeting  of  the  directors  of  the  Cincinnati  and  Chicago  Air  Line 
Railroad  Company,  held  on  the  26th  day  of  July,  i860,  on  motion  it  was 
resolved  that  a  statement  of  the  organization  of  this  company  as  required 
by  the  laws  of  Indiana  be  executed  by  the  president  and  secretary  under 
its  corporate  seal  and  filed  for  record  in  the  office  of  the  recorder  of  the 
several  counties  through  which  the  railroad  of  this  company  extends. 

A  statement  prepared  by  counsel  for  each  of  said  counties  was  then 
presented,  read  and  approved,  and  their  execution  in  manner  aforesaid 
ordered,  a  copy  of  said  statement  was  directed  to  be  entered  upon  the 
minutes  of  the  company  and  is  as  follows:  “Statement  of  the  organiza- 


CORPORATE  HISTORY. 


573 


tion  of  the  Cincinnati  and  Chicago  Air  Line  Railroad  Company,  orga¬ 
nized  under  the  provisions  of  an  act  of  the  General  Assembly  of  the 
state  of  Indiana,  entitled  ‘  An  act  authorizing  the  purchasers  of  rail¬ 
roads,  plank  roads,  turnpike  roads  and  macadamized  roads,  or  parts 
thereof,  under  mortgaged  sale  or  sales,  made  according  to  the  terms  of 
deeds  of  trust,  to  organize  as  incorporated  companies  and  prescribing 
their  powers  and  duties/  approved  March  5,  1859,  for  the  purpose  of 
holding,  owning,  possessing,  maintaining  and  operating  the  railroad 
hereinafter  described. 

First.  The  said  railroad  commences  at  a  point  on  the  south  side  of 
the  railroad  passenger  depot,  in  the  city  of  Richmond,  county  of  Wayne 
and  state  of  Indiana,  at  the  western  terminus  of  the  track  of  the  Eaton 
and  Hamilton  Railroad  Company,  and  extends  in  a  northwesterly  direc¬ 
tion  through  the  counties  of  Wayne,  Henry,  Madison,  Tipton,  Howard 
and  Cass,  in  said  state,  to  the  point  of  intersection  of  the  track  of  the 
Chicago  and  Cincinnati  Railroad  Company  with  the  tracks  of  the  Toledo 
and  Wabash  Railway  Company,  and  the  Toledo,  Logansport  and  Bur¬ 
lington  Railroad  Company,  in  Duret  street,  in  the  city  of  Logansport,  in 
said  county  of  Cass,  and  prior  to  said  organization  was  known  as  the 
railroad  of  the  Cincinnati  and  Chicago  Railroad  Company. 

Second.  That  said  railroad  was  purchased  by  Pierre  Chouteau,  Jr., 
Uriel  A.  Murdock,  Frederick  C.  Gebhard,  John  H.  Thompson  and  Henry 
Morgan,  on  the  twenty-eighth  day  of  April,  in  the  year  one  thousand 
eight  hundred  and  sixty,  at  public  auction  in  said  city  of  Logansport; 
the  sale  thereof  having  been  made  by  order  of  the  Circuit  Court  of  the 
United  States  for  the  seventh  judicial  circuit  and  district  of  Indiana,  upon 
the  foreclosure  of  a  mortgage  executed  by  the  Cincinnati,  Logansport 
and  Chicago  Railway  Company  to  George  Washington  Riggs,  Jr.,  George 
Alfred  Hamilton  and  George  Carlisle,  trustees,  dated  April  1,  1853. 

Third.  That  the  corporate  name  assumed  by  said  organization  is  the 
Cincinnati  and  Chicago  Air  Line  Railroad  Company. 

Fourth.  That  the  amount  of  the  capital  stock  of  said  company  is  five 
hundred  thousand  dollars,  and  is  divided  into  five  thousand  shares  of  one 
hundred  dollars  each,  of  which  Pierre  Chouteau,  Jr.,  holds  one  share, 
Uriel  A.  Murdock  holds  sixteen  hundred  and  sixty-four  shares,  Fred¬ 
erick  C.  Gebhard  holds  thirty-three  hundred  and  thirty  shares,  John  H. 
Thompson  holds  one  share,  Henry  Morgan  holds  one  share,  George  B. 
Ripley  holds  one  share,  Amos  Tenne}*-  holds  one  share  and  William  D. 
Judson  holds  one  share. 

Fifth.  That  the  names  of  the  directors  of  said  company  are  Uriel  A. 
Murdock,  Frederick  C.  Gebhard,  Henry  Morgan,  John  H.  Thompson, 
George  B.  Ripley,  Amos  Tenney  and  William  D.  Judson. 

Sixth.  That  William  D.  Judson  is  the  president  of  said  company,  that 
Henry  Morgan  is  its  vice-president,  that  Warren  Murdock  is  its  treasurer 
and  Amos  Tenney  its  secretary. 

In  witness  whereof,  the  said  Cincinnati  and  Chicago  Air  Line  Rail¬ 
road  company  hath  caused  its  corporate  seal  to  be  affixed  to  this  state¬ 
ment,  and  the  same  to  be  signed  by  its  president  and  secretary,  this  26th 
day  of  July,  one  thousand  eight  hundred  and  sixty.” 


574  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


DEED.1 

John  H.  Rea,  Master  and  Commissioner,  to  Pierre  Chouteau,  Uriel 

A.  Murdock  and  Others. 

Dated  May  26,  i860. 

Conveying  railroad,  properties,  franchises,  etc.,  of  the  Cincinnati  and 

Chicago  Railroad  Company. 

Whereas,  In  a  certain  suit  in  chancery  pending  in  the  Circuit  Court 
of  the  United  States  for  the  district  of  Indiana,  wherein  George  Carlisle, 
trustee,  was  plaintiff  and  the  Cincinnati  and  Chicago  Railroad  Company 
and  others  were  defendants,  a  decretal  order  was  issued  out  of  the  office 
of  the  clerk  of  said  court  bearing  date  the  day  of  ,  i860, 

and  directed  to  John  H.  Rea,  special  master  and  commissioner  in  said 
cause,  which  decretal  order  reads  as  follows  in  substance,  viz.: 

The  President  of  the  United  States  of  America  to  John  H.  Rea,  commis¬ 
sioner,  greeting. 

Whereas,  At  a  Circuit  Court  of  the  United  States  for  the  seventh 
judicial  circuit  and  district  of  Indiana,  on  the  14th  day  of  March,  A.  D. 
i860,  in  chancery  sitting,  in  a  certain  suit  then  pending  before  said  court, 
wherein  George  Carlisle,  trustee,  etc.,  was  complainant  and  the  Cincin¬ 
nati  and  Chicago  Railroad  Company  and  others  were  respondents,  the 
court  did  make  and  render  their  final  decree  therein,  a  certified  copy 
of  which  is  hereto  annexed. 

You  are  therefore  hereby  commanded  to  proceed  to  execute  said  decree 
and  to  sell  said  property  specified  in  said  decree  after  giving  thirty  days’ 
notice  of  the  time  and  place  of  such  sale  as  in  said  decree  directed,  and 
to  execute  said  decree  in  all  things  as  specified  and  ordered  by  the  court 
as  therein  set  forth  and  make  return  thereof  according  to  the  terms  and 
directions  of  said  decree  to  the  next  term  of  said  Circuit  Court.  Witness 
the  Honorable  Roger  B.  Taney,  chief  justice  of  the  Supreme  Court  of 
the  United  States  and  the  seal  of  the  Circuit  Court  of  the  United  States 
for  the  district  of  Indiana  hereunto  affixed  at  Indianapolis  this  27th  day 
of  March,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and  sixty. 

H.  BASSETT,  Clerk. 

The  decree  referred  to  in  the  foregoing  order  of  sale  reads  in  substance 
and  effect  as  follows:  “  It  was  among  other  things  found  and  decreed 
that  this  cause  came  on  to  be  heard  on  the  bill  and  exhibits  as  to  the 
parties  defaulted,  and  on  the  bill,  exhibits,  admissions  in  the  pleadings 
and  agreements  in  open  court  of  the  parties  who  have  appeared  and  an¬ 
swered  and  with  the  consent  of  the  plaintiff. 

As  to  the  said  parties  in  default  and  heretofore  called  and  defaulted,  the 
court  do  now  order  and  decree  that  the  said  bill  and  the  matters  and 
things  therein  contained  be  taken  as  true  and  confessed. 

And  the  court,  by  the  agreement  of  the  defendants,  who  have  appeared 
to  the  bill  and  supplemental  bill,  and  upon  the  default  of  those  duly 
served  with  process  and  suffering  default  as  aforesaid,  do  say  and  find  as 
follows,  viz.: 


1  The  Decree  of  Sale  of  the  Cincinnati  and  Chicago  Railroad  is  recited  in  full  in  this  deed. 


CORPORATE  HISTORY. 


575 


That  the  said  defendant,  the  Cincinnati,  Logansport  and  Chicago 
Railway  Company  was,  on  the  first  day  of  April,  1853,  a  corporation 
duly  organized  under  the  laws  of  the  state  of  Indiana,  and  that  as  such 
corporation  it  had  full  power  to  execute  the  bonds  and  mortgage  in 
suit.  The  court  do  further  find  that  on  the  said  first  day  of  April,  1853, 
the  said  last  named  defendants  did  execute  the  sterling  bonds  in  the  bill 
of  complaint  mentioned  in  the  manner  and  for  the  purposes  therein 
alleged,  and  did  execute  the  mortgage  in  the  bill  of  complaint  specified  to 
secure  the  sterling  bonds. 

The  court  do  further  find  that  the  said  mortgage  was  duly  recorded 
^nd  the  bonds  duly  endorsed  by  the  trustee  and  negotiated;  and  that  the 
said  bonds  are  valid  and  subsisting  obligations  against  the  said  railroad 
company  and  its  corporate  property,  subject  only  to  the  equities  and 
priorities  hereinafter  mentioned. 

The  court  do  further  find  that  the  said  Cincinnati,  Logansport  and 
Chicago  Railway  Company  consolidated  with  the  other  railroad,  de¬ 
fendants  in  this  suit,  as  alleged  in  the  bill  of  complaint,  and  became  and 
was  thenceforth  known  as  the  Cincinnati  and  Chicago  Railroad  Com¬ 
pany,  and  that  by  said  name  and  style,  in  accordance  with  the  stipula¬ 
tions  of  the  said  sterling  mortgage,  the  said  company  issued  dollar  bonds 
to  the  amount  of  two  hundred  and  forty  thousand  dollars,  which  the 
court  do  further  find  to  be  secured  by  the  said  sterling  mortgage  and 
to  stand  on  a  par  with  the  said  sterling  bonds  in  the  security  afforded 
by  the  said  mortgage. 

The  court  do  further  find  that  there  is  due  on  the  several  bonds,  to  wit: 
the  said  sterling  and  dollar  bonds  secured  by  the  said  mortgage  of  April 
1,  1853,  up  to  the  first  day  of  November,  1859,  the  sum  of  four  hundred 
and  thirty-two  thousand  dollars  ($432,000),  and  for  the  payment  of  which 
the  said  mortgaged  property  in  the  said  bill  specified  is  held  and  liable 
subject  to  priorities;  that  the  sam  sterling  bonds  secured  by  said  mort¬ 
gage  and  the  dollar  bonds  secured  by  the  same  mortgage  amount,  the 
principal  to  fourteen  hundred  and  forty  thousand  dollars  and  the  interest 
found  due  thereon  to  the  sum  of  four  hundred  and  thirty-two  thousand 
dollars,  in  all  to  the  sum  of  $1,872,000  (eighteen  hundred  and  seventy-two 
thousand  dollars). 

The  court  do  further,  by  agreement  of  parties,  find  that  the  said  con¬ 
solidated  company,  the  Cincinnati  and  Chicago  Railroad  Company,  issued 
five  hundred  thousand  dollars  of  bonds,  secured  by  mortgage,  to  Bundy 
and  White,  the  defendants,  as  trustees,  as  alleged  in  the  bill  of  complaint; 
but  it  is  further  found  that  of  this  issue  of  $500,000,  only  three  hundred 
and  fifty  thousand  dollars  were  negotiated  by  the  company,  and  that  these 
bonds  so  negotiated  are  a  valid  lien  for  principal  and  interest  on  said 
mortgaged  property,  subject  to  the  priorities  hereinafter  declared. 

The  court  do  further  find  that  said  company  executed  a  further  mort¬ 
gage  on  the  rolling  stock  and  lands  to  secure  certain  endorsers  of  the 
company’s  obligations  to  Martin  L.  Bundy,  which  mortgage  has  been 
foreclosed  by  the  said  Bundy,  trustee,  in  the  courts  of  the  state  of  In¬ 
diana,  as  is  alleged  in  the  supplemental  bill  in  that  behalf,  which  is  also 
a  lien  on  the  mortgaged  property,  subject  to  prior  encumbrances  herein¬ 
after  declared. 


5?6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

The  court  do  further  find  that  the  said  defendant,  the  Cincinnati  and 
Chicago  Railroad  Company,  executed  the  lease  and  construction  contract, 
“  Exhibit  J  ”  of  the  bill  of  complaint,  and  that  J.  W.  Wright  &  Co. 
assigned  their  interest  therein  to  the  defendants,  William  D.  Judson  and 
George  B.  Ripley,  to  whom  (Judson  and  Ripley)  there  is  due  on  said 
construction  contract  for  constructing  the  road  from  Anderson  to  Ko¬ 
komo,  furnishing  materials,  rolling  stock  and  making  repairs  thereon, 
the  sum  of  three  hundred  and  fifty  thousand  dollars  ($350,000),  which 
road  so  constructed  and  such  rolling  stock  and  material  so  furnished, 
the  court 'further  find  were  held  continuously  by  J.  W.  Wright  &  Co. 
or  by  the  said  Judson  and  Ripley,  and  said  property  was  never  delivered, 
nor  under  said  “  Exhibit  J  ”  was  or  is  to  be  delivered  to  the  railroad 
company  until  the  expiration  of  the  time  and  the  payment  of  the  sum  of 
money  in  the  said  contract  “  Exhibit  J  ”  specified,  and  the  court  do 
further  find  that  the  time  had  not  expired  nor  had  the  sum  of  money 
specified  in  “  Exhibit  J  ”  been  in  any  manner  paid  to  the  said  Wright 
&  Co.  or  to  their  said  assigns,  Ripley  and  Judson,  and  that  the  said  cost 
of  construction  is  therefore  a  valid  and  subsisting  lien  on  the  said  rail¬ 
road  superior  in  equity  to  the  lien  of  any  of  the  bonds  and  mortgages 
hereinabove  specified  on  the  said  road  from  Anderson  to  Kokomo. 

The  court  do  further  find  that  the  claims  of  John  H.  Bradley  and 
others  (here  insert  the  names  of  all  the  floating  debt  creditors)  are  not 
properly  before  the  court,  that  they  are  not  parties  to  the  original  bill, 
that  they  have  no  specific  lien  or  mortgage  to  enforce,  but  are  floating 
debt  creditors,  their  claims  are  dismissed  without  prejudice  at  their 
costs  respectively.  The  court  do  further  find  that  the  claims  filed  by 
A.  Boyd  Hamilton  and  others  (bondholders)  are  already  represented 
in  court  and  fully  protected  by  the  trustees  of  these  bonds  respectively, 
and  those  filed  by  others  as  stockholders  are  already  represented  in  this 
case  by  the  railroad  company  and  their  interests  protected,  and  that 
their  claims  are  also  dismissed  without  prejudice  at  their  costs  respectively. 

The  court  do  further  find  that  by  the  original  charter  of  the  defendant 
the  New  Castle  and  Richmond  Railroad  Company,  the  road  extended 
only  from  the  town  of  Richmond,  Wayne  county,  to  the  town  of  New 
Castle,  Henry  county;  that  by  the  act  of  the  legislature  of  January,  1857, 
the  New  Castle  and  Richmond  Railroad  Company  was  authorized  to  be 
extended,  its  road  to  intersect  the  Peru  Railroad  or  the  Lafayette  aJid 
Indianapolis  Railroad  at  any  point  the  New  Castle  Company  might 
select,  and  that  in  pursuance  of  such  power  the  said  road  was  extended 
from  New  Castle  to  Logansport,  in  Cass  county. 

The  court  do  further  find  that  after  the  said  extension  of  the  contem¬ 
plated  road  to  Logansport  and  before  the  execution  of  the  sterling 
bonds  above  mentioned,  to  wit,  in  February,  1853,  the  said  New  Castle 
and  Richmond  Railroad,  in  pursuance  of  the  act  of  the  legislature 
authorizing  railroad  companies  to  change  their  names,  changed  its  name 
to  the  said  name  by  which  the  sterling  bonds  were  afterwards  executed 
as  above  found,  viz.,  the  Cincinnati,  Logansport  and  Chicago  Railway 
Company. 

The  court  further  find,  that  after  the  adoption  of  the  said  extension 
act  by  the  New  Castle  and  Richmond  Railroad  Company,  and  thence 


CORPORATE  HISTORY. 


577 


through  all  the  changes  of  name^  and  consolidations  mentioned  and  to 
be  mentioned,  the  road  contemplated  by  the  several  mortgages  above 
specified  extended  from  Richmond  to  Logansport  and  embraced  the  en¬ 
tire  line  made  and  to  be  made  between  those  points. 

And  the  court  do  further  find,  that  the  said  defendant,  the  Cincinnati, 
Cambridge  and  Chicago  Short  Line  Railway  Company  and  the  defendant, 
the  Cincinnati,  New  Castle  and  Michigan  Railroad  Company,  were 
separate  corporations,  the  former  lying  south,  the  latter  north  of  New 
Castle,  that  they  were  duly  organized  under  the  general  railroad  law, 
that  the  said  roads  consolidated  with  each  other  and  became  one  corpora¬ 
tion,  that  this  consolidated  road  again  consolidated  with  the  said  Cincin¬ 
nati,  Logansport  and  Chicago  Railway  Company,  organized  under  the 
special  charter  referred  to,  and  thence  and  thereby  became  and  formed 
the  consolidated  company  since  known  as  the  Cincinnati  and  Chicago 
Railroad  Company,  and  that  by  the  said  last  consolidation  the  special 
charter  was  abandoned  and  the  consolidated  company  was  thence  gov¬ 
erned  by  and  existed  under  the  general  railroad  law  of  the  state. 

The  court  do  further  find,  that  in  February,  1852,  and  while  the  New 
Castle  and  Richmond  Railroad  was  operating  under  the  original  charter, 
the  extension  thereof  from  Richmond  to  Logansport  under  the  act  of 
February,  1851,  the  said  New  Castle  and  Richmond  Railroad  Company 
executed  their  bonds  for  three  hundred  thousand  dollars  and  their  mort¬ 
gage,  “Exhibit  G”  of  the  bill  of  complaint,  to  secure  Joseph  B.  Var- 
num  and  George  Carlisle  as  trustees,  which  mortgage  is  the  first  lien 
upon  said  railroad  to  the  extent  and  in  the  terms  expressed  in  the  said 
mortgage,  “  Exhibit  G.” 

The  court  do  further  find  that  the  said  railroad  companies,  defendants, 
each  and  every  of  them,  are  wholly  insolvent,  and  that  the  mortgaged 
property  is  the  sole  fund  to  pay  the  said  mortgaged  debts  or  any  part 
thereof. 

The  court  do  further  find  that  the  said  mortgages  were  forfeited  and 
the  title  to  the  property  thereby  conveyed  had  become  absolute  in  the 
trustees  respectively,  subject  only  to  the  priorities  among  said  mortgages 
and  subject  also  to  the  equitable  right  to  redeem  by  the  payment  of  the 
interest  due. 

The  court  do  further  find  that  the  said  mortgaged  property  is  not 
susceptible  of  division;  that  the  several  parts  constituting  the  operative 
road,  consisting  of  roadbed,  superstructure,  rolling  stock,  fixtures, 
masonry,  machine  shops,  tools  and  equipments  of  every  description  are 
but  parts  of  the  road,  each  essential  to  the  road  and  to  its  use  by  the 
public,  and  its  value  to  the  purchaser,  and  that  the  whole  mortgaged 
property,  real,  personal  and  mixed,  should  be  sold  as  an  entirety,  with  all 
its  accessions  and  incidents  up  to  the  date  of  decree  rendered,  and  the 
proceeds  distributed  among  the  mortgagees  according  to  their  respective 
priorities. 

The  court  further  find  that  the  said  mortgages  expressly  waive  all  bene¬ 
fits  of  valuation  and  appraisement  laws  of  the  state  of  Indiana,  and  that 
at  the  date  and  delivering  of  the  said  mortgages  respectfully  it  was  lawful 
for  the  parties  so  to  contract. 

37 


578  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

The  court  do  further  find,  that  the  .said  sterling  mortgage  securing 
both  the  sterling  and  dollar  bonds  as  above  found,  and  the  said  Bundy 
and  White  mortgage  to  the  extent  of  the  bonds  negotiated  before 
the  commencement  of  this  suit  are  subject  to  said  priorities,  a  valid 
and  subsisting  lien  on  the  entire  road  from  Richmond  to  Logans- 
port,  and  upon  all  the  property  in  “  Exhibit  K  ”  mentioned,  including 
the  depot  grounds,  cattle  yards,  gravel  piles,  machine  shops,  wood  sheds, 
warehouses,  depot  and  passenger  houses,  roadbed,  iron  rails,  tracks, 
side  tracks,  switches,  turn-tables,  water  stations  and  tanks,  fixtures, 
fences,  bridges,  culverts,  viaducts  and  every  structure,  building  and  erec¬ 
tion,  and  the  tools,  material,  furniture  and  equipments  of  every  descrip¬ 
tion  connected  with  the  said  road,  and  the  motive  power,  machinery, 
cars  of  every  class,  and  wood,  oil  and  every  species  of  material  used  in 
the  operation  thereof,  whether  owned  at  the  date  of  the  said  mortgages 
or  subsequently  acquired,  and  all  the  income  and  accessions  thereof  of 
every  kind  whatsoever,  are  embraced  in  said  mortgages  respectively 
according  to  their  terms  ana  priority. 

The  court  do  further  find  that  the  locomotives  “  Nathaniel  Marsh  ” 
and  “  J.  B.  Curtis  ”  and  the  “  Rogers  and  Wiggins  ”  cars,  so  called,  are 
not  embraced  in  the  mortgage  and  are  not  subject  under  this  decree. 

The  court  do  further  find  that  upon  the  sale  of  the  said  property  upon 
the  said  mortgage  of  April  i,  1853,  the  proceeds  of  the  said  sale  shall 
be  applied  to  the  costs  and  to  the  said  several  mortgages  according  to 
their  priority  as  follows,  viz.: 

1.  The  cost  of  suit  to  be  taxed,  etc.,  the  fees  of  attorneys  of  record, 
the  allowance  to  the  trustee  and  the  allowance  to  the  commissioner 
hereinafter  to  be  appointed,  to  be  determined  by  the  court  and  taxed 
as  cost  in  the  case  and  to  be  first  paid  in  cash. 

2.  The  sum  of  three  hundred  and  fifty  thousand  dollars  due  Ripley 
and  Judson  for  the  construction  of  the  road  as  aforesaid. 

3.  The  interest  due  on  the  said  sterling  and  dollar  bonds  secured  by 
the  said  mortgage  of  April  1,  1853,  amounting  to  the  said  sum  of  four 
hundred  and  thirty-two  thousand  dollars  ($432,000). 

4.  The  residue,  if  any,  to  be  applied  to  the  payment  of  the  sterling  and 
dollar  bonds  secured  by  the  mortgage  of  April  1,  1853;  and  as  the  said 
bonds  respectively  draw  interest  payable  semi-annually,  the  court  do 
further  find  that  there  shall  be  no  rebatement  or  discount  on  the  pay¬ 
ment  of  the  said  sterling  and  dollar  bonds  because  of  the  payment  of  the 
whole  or  any  part  thereof  before  due. 

5.  That  if  there  is  still  any  residue  after  the  above  payments,  then  to 
be  applied  to  the  payment  of  the  White  and  Bundy  bonds  upon  the  same 
principles  as  are  above  applied  to  the  said  sterling  and  dollar  bonds. 

6.  That  the  residue  yet  remaining,  if  any,  after  the  payments  above 
named,  shall  be  applied  to  such  other  creditors  as  show  themselves 
equitably  entitled  thereto.  As  to  the  said  Bundy  decree  or  other  claims 
against  the  company  according  to  their  priority,  the  court  do  find  that 
the  said  injunction  granted  against  said  Bundy,  Coffin  and  others  upon 
the  supplemental  bill  at  the  May  term,  1859,  should  in  equity  be  and  it 
is  accordingly  hereby  made  perpetual. 


CORPORATE  HISTORY. 


579 


It  is  therefore  ordered,  adjudged  and  decreed  by  the  court  as  follows: 

That  the  said  Cincinnati  and  Chicago  Railroad  Company  do,  within 
ten  days  from  date  of  decree,  pay  to  the  clerk  of  this  court  the  interest 
on  the  said  sterling  and  dollar  bonds  secured  by  the  mortgage  of  April 
I,  1853,  amounting  to  the  said  sum  of  four  hundred  and  thirty-two 
thousand  dollars,  being  the  installments  of  interest  overdue  and  unpaid 
up  to  November  1,  1859,  on  the  said  sterling  and  dollar  bonds,  and  that 
the  said  clerk  pay  over  said  moneys  when  recovered  to  the  said  plaintiff, 
George  Carlisle,  trustee,  etc.,  for  the  use  and  benefit  of  the  holders  of  said 
bonds  and  interest  notes. 

That  in  default  of  such  payment  within  the  time  limited,  then  that  a 
decretal  order  issue  to  John  H.  Rea,  of  Indianapolis,  who  is  hereby 
appointed  a  special  master  in  that  behalf,  commanding  him  to  advertise 
said  premises  embraced  in  and  covered  by  said  sterling  mortgage  of  the 
said  defendant,  the  Cincinnati,  Logansport  and  Chicago  Railway  Com¬ 
pany,  as  hereinabove  described  and  set  forth,  subject  to  the  Varnum  and 
Carlisle  mortgage,  as  to  which  no  immediate  foreclosure  is  sought  and 
no  decree  is  now  to  be  entered,  the  court  reserving  the  right  to  make 
such  further  order  or  decree  as  may  be  necessary,  and  sell  the  same  at 
the  door  of  the  court  house  in  the  city  of  Logansport,  Cass  county, 
Indiana  (through  which  county  said  river)  to  the  highest 

bidder  for  cash  and  without  the  benefit  of  valuation  or  appraisement 
laws,  the  said  road  and  all  its  privileges,  appurtenances,  equipments  and 
furniture  of  every  kind  as  hereinabove  described,  to  be  offered  and  sold 
as  an  entirety,  constituting  in  all  its  parts  an  entire  thing.  That  said 
master  on  the  sale  aforesaid,  on  the  conditions  hereinafter  mentioned, 
convey  to  the  purchaser  and  put  in  possession,  subject  to  the  approval 
and  confirmation  of  the  court  at  its  next  term.  It  is  further  ordered  and 
decreed  that  the  said  property  shall  not  be  sold  for  less  than  twenty-five 
thousand  dollar,  which  shall  be  paid  in  cash  at  the  sale,  nor  shall  any 
bid  be  received  or  entertained  until  the  person  or  persons  bidding  shall 
deposit  with  the  said  Rea,  commissioner  as  aforesaid,  one  hundred  and 
twenty-five  thousand  dollars  in  cash,  or  four  hundred  thousand  dollars 
in  sterling  or  dollar  bonds  secured  by  the  sterling  mortgage  of  April  1, 
1853,  as  security  for  the  payment  of  the  bid  in  case  the  property  should 
be  struck  off  to  such  person  or  persons,  which  deposit  shall  be  abso¬ 
lutely  forfeited  to  the  uses  of  the  trust  in  the  hands  of  Carlisle,  plaintiff, 
if  the  said  successful  bidder  or  bidders  should  fail  to  pay  or  account  for 
the  purchase  money  to  the  satisfaction  of  the  court  on  the  final  distribu¬ 
tion  of  the  fund  and  approval  of  the  sale,  and  that  the  possession  of  the 
purchaser  under  the  sale  between  the  day  of  sale  and  the  payment  of 
the  purchase  money  and  the  approval  of  that  sale  by  the  court,  shall  be 
a  possession  under  the  control  of  the  court  at  all  times  until  the  sale  is 
approved  and  the  purchase  money  settled. 

It  is  further  ordered  and  decreed  that  the  sale  so  made  and  the  con¬ 
veyance  thereof  shall  convey  to  the  purchaser  all  the  right,  title,  interest 
and  claim,  both  legal  and  equitable,  together  with  the  equity  of  redemp¬ 
tion,  of  the  said  defendants,  and  each  of  them,  in  and  to  the  said  premises 
hereinabove  described,  and  every  part  and  parcel  thereof,  subject  only 


I 


580  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

to  the  equities  of  the  Varnum  and  Carlisle  mortgage  from  New  Castle 
to  Richmond,  on  the  terms  and  to  the  extent  in  the  said  mortgage  ex¬ 
pressed)  and  that  the  lien  of  the  said  Varnum  and  Carlisle  mortgage, 
whatever  it  may  be,  is  not  to  be  in  any  wise  affected  by  the  foreclosure 
and  sale  under  the  sterling  mortgage,  and  as  to  all  creditors,  viz.,  the 
sterling  and  dollar  bondholders,  under  the  mortgage  of  April  1,  1853,  the 
Bundy  and  White  mortgage  bondholders,  the  Bundy  chattel  mortgage 
bondholders  or  creditors,  and  all  other  classes  of  creditors  or  their 
trustees  parties  to  this  proceeding,  their  rights  in  and  to  the  said  prem¬ 
ises,  so  decreed  to  be  sold,  are  hereby  forever  barred,  foreclosed  and 
extinguished,  and  as  to  said  creditors  and  each  of  them  the  proceeds 
shall  take  the  place  and  stand  instead  of  the  said  mortgaged  premises. 

It  is  further  ordered,  that  the  said  Rea  be  appointed  a  master  com¬ 
missioner  in  this  behalf;  that  before  entering  on  his  duties  as  such 
commissioner  he  take  and  subscribe  an  oath  impartially  and  to  the  best 
of  his  skill  and  ability  discharge  and  execute  the  duties  of  commissioner 
as  aforesaid,  which  oath  shall  be  filed  with  the  papers  in  the  cause  and  a 
copy  thereof  endorsed  on  the  order  of  sale  to  be  issued  herein  as  afore¬ 
said. 

It  is  further  ordered,  that  the  said  conduct  the 

advertisement  and  sale  in  all  other  respects  as  real  estate  is  sold  by  the 
marshal  on  execution  at  law,  and  of  his  proceedings  make  report  and 
return  to  this  court. 

It  is  further  ordered  and  decreed,  that  on  the  approval  of  the  sale  and 
distribution  of  the  proceeds  the  purchaser  of  the  road,  if  he  or  they  be 
also  the  holder  of  any  claims  against  the  railroad  as  bondholders  or 
otherwise,  may,  in  settling  the  purchase  money,  be  at  liberty  to  settle 
so  much  of  said  purchase  money  as  his  distributive  share  of  the  proceeds 
in  their  equitable  order  as  provided  by  this  decree  may  be;  not,  however, 
to  affect  the  payment  into  court  of  the  said  sum  of  twenty-five  thousand 
dollars  on  the  closing  of  the  bill.” 

And  whereas,  I,  the  said  John  H.  Rea,  master  and  commissioner  as 
aforesaid,  on  the  28th  day  of  March,  A.  D.  i860,  advertised  in  the  “  Demo¬ 
cratic  Phases,”  a  weekly  newspaper  published  and  in  general  circulation 
in  the  county  of  Cass,  in  the  state  and  district  of  Indiana,  the  rents  and 
profits  for  a  term  of  seven  years  of  the  said  mortgaged  premises,  and 
also  said  mortgaged  premises  themselves  as  an  entirety,  to  be  sold  at 
the  court  house  in  the  city  of  Logansport,  in  said  county,  at  public 
auction,  on  the  28th  day  of  April,  A.  D.  i860,  between  the  hours  of  10 
o’clock  A.  M.  and  4  o’clock  P.  M.  of  said  day,  said  advertisement  was 
published -in  said  paper  for  more  than  thirty  days  consecutively  before 
the  day  of  sale  named  therein,  and  on  the  28th  day  of  April,  A.  D.  i860, 
between  the  hours  of  11  o’clock  A.  M.  and  4  o’clock  P.  M.  of  said  day, 
to  wit,  at  the  court  house  door  at  eleven  o’clock  A.  M.,  I  attended  at 
said  court  house  door  and  then  and  there  offered  for  sale  at  public 
auction  the  rents,  issues  and  profits  of  said  premises  so  decreed  to  be 
sold  pursuant  to  said  decree,  and  no  one  bid  for  the  same.  Therefore 
I  offered  the  said  mortgaged  premises,  so  decreed  to  be  sold  themselves 
as  an  entirety,  for  sale  at  public  auction  pursuant  to  said  decree,  where- 


CORPORATE  HISTORY. 


581 


upon  Pierre  Chouteau,  Jr.,  Uriel  A.  Murdock,  Frederick  C.  Gebhard, 
John  H.  Thompson  and  Henry  Morgan  bid  the  sum  of  thirty  thousand 
dollars  therefor,  subject  to  the  mortgage  set  forth  in  said  decree,  they 
having  complied  with  the  terms  of  said  decree  in  regard  to  the  deposit 
therein  mentioned,  and  that  being  the  highest  and  best  bid,  I  thereupon 
openly  struck  off  and  sold  the  same  to  them  for  said  sum  of  thirty  thou¬ 
sand  dollars,  they  being  the  highest  and  best  bidder  for  said  premises, 
property  and  effects  aforesaid  in  the  decree  described. 

Now,  know  all  men  by  these  presents,  that  I,  John  H.  Rea,  master 
and  commissioner  as  aforesaid,  pursuant  to  said  decree  and  order  of 
sale  so  made  as  aforesaid,  and  in  pursuance  of  the  sum  of  thirty 
thousand  dollars  in  cash,  to  me  in  hand  paid  by  the  said  Pierre  Chouteau, 
Jr.,  Uriel  A.  Murdock,  Frederick  C.  Gebhard,  John  H.  Thompson  and 
Henry  Morgan,  the  receipt  whereof  is  hereby  acknowledged,  have  bar¬ 
gained  and  sold,  and  do  by  these  presents  sell,  grant  and  convey  to  the 
said  Pierre  Chouteau,  Jr.,  Uriel  A.  Murdock,  Frederick  C.  Gebhard, 
John  H.  Thompson  and  Henry  Morgan,  their  heirs  and  assigns,  forever, 
all  and  singular  the  said  mortgaged  premises,  property  and  effects  of 
every  description  as  an  entirety,  so  decreed  to  be  sold  and  so  sold  as 
aforesaid,  reference  being  hereby  made  to  said  decree  as  hereinbefore  set 
forth  for  a  more  full  and  particular  description  thereof  (except  the  loco¬ 
motives  “Nathaniel  Marsh”  and  “  J.  B.  Curtis”  and  the  “Rogers  and 
Wiggins  cars  ”  as  therein  excepted). 

To  have  and  to  hold  the  said  premises  hereby  granted  and  conveyed 
to  the  sole  and  proper  benefit  and  behoof  of  them,  the  said  Pierre 
Chouteau,  Jr.,  Uriel  A.  Murdock,  Frederick  C.  Gebhard,  John  H.  Thomp¬ 
son  and  Henry  Morgan,  their  heirs  and  assigns  forever,  subject,  never¬ 
theless,  to  the  lien  of  the  said  “  Varnum  and  Carlisle  mortgage  ”  in 
said  decree  and  order  of  sale  set  forth  in  all  respects  as  though  this  deed 
had  never  been  executed,  but  free  and  wholly  discharged  from  all  the 
other  liens  in  said  decree  mentioned  and  set  forth,  and  free  from  all 
claims  and  demands  whatsoever  of  the  said  defendants  and  parties  to 
said  decree  and  each  and  every  of  them. 

In  witness  whereof,  I  have,  as  such  commissioner  aforesaid,  hereunto 
set  my  hand  and  seal,  this  26th  day  of  May,  i860. 

JNO.  H.  REA. 

Duly  acknowledged  before  William  Wallace,  notary  public,  Marion 
county,  Indiana,  May  26th,  i860. 

Recorded,  Cass  county,  July  7,  i860,  Deed  Record  S,  page  566. 

DEED. 

Pierre  Chouteau  and  Others  to  the  Cincinnati  and  Chicago  Air 

Line  Railroad  Company. 

Dated  July  11,  i860. 

Conveying  railroad,  properties,  franchises,  etc.,  of  the  Cincinnati  and 

Chicago  Railroad  Company. 

This  indenture,  made  this  eleventh  day  of  July,  in  the  year  of  our 
Lord,  one  thousand  eight  hundred  and  sixty,  between  Pierre  Chouteau, 
Jr.,  of  the  city  of  St.  Louis,  in  the  state  of  Missouri,  Uriel  A.  Murdock, 


582  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Frederick  C.  Gebhard,  John  H.  Thompson  and  Henry  Morgan,  all  of 
the  city  and  state  of  New  York,  parties  of  the  first  part,  and  the  Cin¬ 
cinnati  and  Chicago  Air  Line  Railroad  Company,  party  of  the  second 
part,  and  Emilie,  the  wife  of  said  Chouteau,  Maria  L.,  the  wife  of  said 
Murdock,  Kate,  the  wife  of  said  Gebhard,  and  Jane  C.,  the  wife  of  said 
Thompson,  parties  of  the  third  part,  witnesseth: 

That  whereas,  The  said  parties  hereto  of  the  first  part,  became  the 
purchasers  of  the  railroad  of  the  Cincinnati  and  Chicago  Railroad  Com¬ 
pany,  hereinafter  more  particularly  described,  and  of  certain  other  prop¬ 
erty  and  franchises  formerly  owned  or  possessed  by  said  railroad  com¬ 
pany,  at  a  sale  thereof,  made  on  the  twenty-eighth  day  of  April,  one 
thousand  eight  hundred  and  sixty,  at  the  court  house  in  the  city  of 
Logansport,  in  the  state  of  Indiana,  by  John  H.  Rea,  special  master 
and  commissioner,  named  in  and  under  and  pursuant  to  a  certain  decree 
of  the  Circuit  Court  of  the  United  States  for  the  seventh  judicial  circuit 
and  district  of  said  state,  for  the  foreclosure  of  a  certain  mortgage  exe¬ 
cuted  by  the  Cincinnati,  Logansport  and  Chicago  Railway  Company 
(the  former  corporate  name  of  said  Cincinnati  and  Chicago  Railroad 
Company)  to  George  Washington  Riggs,  Jr.,  George  Alfred  Hamilton 
and  George  Carlisle,  trustees,  dated  on  the  first  day  of  April,  one  thou¬ 
sand  eight  hundred  and  fifty-three,  to  secure  the  payment  of  its  bonds 
therein  mentioned. 

And  whereas,  The  said  sale,  made  as  aforesaid,  has  been  duly  con¬ 
firmed  by  said  court,  and  the  said  John  H.  Rea,  special  master  and  com¬ 
missioner  as  aforesaid,  pursuant  to  said  decree  and  the  order  of  sale 
therein  contained,  did  by  deed  bearing  date  the  twenty-sixth  day  of  May, 
one  thousand  eight  hundred  and  sixty,  duly  executed  and  delivered  to 
said  parties  hereto  of  the  first  part,  grant  and  convey  unto  them  all  and 
singular  the  said  railroad  of  the  said  Cincinnati  and  Chicago  Railroad 
Company,  from  Richmond,  in  the  county  of  Wayne,  to  Logansport,  in 
the  county  of  Cass,  in  said  state  of  Indiana,  and  all  the  property  and 
franchises  in  said  mortgage  mentioned,  including  the  depots,  grounds, 
cattle  yards,  gravel  pits,  machine  shops,  wood  sheds,  warehouses,  depot 
and  passenger  houses,  roadbed,  iron  rails,  tracks,  side  tracks,  switches, 
turn-tables,  water  stations  and  tanks,  fixtures,  fences,  bridges,  culverts, 
viaducts,  and  every  structure,  building  and  erection,  and  the  tools,  ma¬ 
terials,  furniture  and  equipments  of  every  description  connected  with 
said  road,  and  the  motive  power,  machinery,  cars  of  every  class,  cord 
wood,  oil  and  every  species  of  material  used  in  the  operation  of  said 
railroad  (except  the  locomotives  “Nathaniel  Marsh"  and  “J.  B.  Cur¬ 
tis  ”  and  the  “  Rogers  &  Wiggins  ”  cars). 

And  whereas,  The  said  parties  Qf  the  first  part,  the  purchasers  of  said 
road  and  its  appurtenances,  have  assumed  the  name  of  the  “  Cincinnati 
and  Chicago  Air  Line  Railroad  Company,"  and  under  that  name  have 
organized  a  corporation  in  pursuance  of  a  statute  of  the  state  of  In¬ 
diana,  entitled  “  An  act  authorizing  the  purchasers  of  railroads,  plank 
roads,  turnpike  roads  and  macadamized  roads,  or  parts  thereof,  under 
mortgaged  sale  or  sales  made  according  to  the  terms  of  deeds  of  trust, 
to  organize  as  incorporated  companies  and  prescribing  their  powers 
and  duties,’  approved  March  5,  1859,  and  of  the  laws  of  said  state,  and 


CORPORATE  HISTORY. 


583 


said  party  hereto  of  the  second  part  is  such  corporation,  duly  formed 
and  organized  as  aforesaid. 

And  whereas,  For  the  purpose  of  vesting  in  said  party  of  the  second 
part  the  said  railroad  and  its  appurtenances,  and  the  rights,  privileges, 
franchises  and  immunities  acquired  by  said  parties  of  the  first  part  over 
said  road,  and  in  consideration  of  the  making  and  delivery  by  the  said 
party  of  the  second  part  to  the  said  parties  of  the  first  part  of  certain 
shares  of  its  stock  and  certain  bonds,  the  amounts,  forms  and  denomina¬ 
tions  of  which  are  described  and  stated  in  the  articles  of  association 
made  between  the  said  parties  hereto  of  the  first  part,  dated  the 
day  of  ,  one  thousand  eight  hundred  and  sixty,  they, 

said  parties  of  the  first  part,  have  agreed  to  sell  and  convey  to  said  party 
of  the  second  part  the  said  railroad  and  its  appurtenances,  and  all  the 
aforesaid  rights,  privileges,  franchises  and  immunities,  and  all  the  said 
property  and  effects  conveyed  to  them  by  the  said  John  H.  Rea  as  afore¬ 
said. 

Now,  therefore,  in  consideration  of  the  premises,  and  of  the  making 
and  delivery  to  the  said  parties  hereto  of  the  first  part  of  the  aforesaid 
stock  and  bonds,  and  of  one  dollar,  the  receipt  whereof  is  hereby  ac¬ 
knowledged,  the  parties  hereto  of  the  first  part  and  the  several  parties 
hereto  of  the  third  part  have  and  each  of  them  has  granted,  bargained, 
sold,  assigned,  transferred  and  set  over,  and  do  and  each  of  them  doth 
by  these  presents  grant,  bargain,  sell,  assign,  transfer  and  set  over  unto 
the  said  party  hereto  of  the  second  part,  all  the  right,  title  and  interest 
of  them,  the  parties  hereto  of  the  first  and  third  parts,  and  of  each  or 
either  of  them,  acquired  by  virtue  of  the  aforesaid  sale  and  purchase,  and 
of  the  deed  of  the  said  John  H.  Rea,  master  and  commissioner  as  afore¬ 
said,  dated  the  twenty-sixth  day  of  May,  one  thousand  eight  hundred 
and  sixty,  hereinbefore  referred  to,  of,  in  and  to  all  and  singular  the 
railroad  and  its  appurtenances,  and  all  the  estate,  real,  personal  or 
mixed,  and  all  the  property,  franchises,  rights,  effects  and  things  of 
whatever  name  or  nature,  embraced  in  or  conveyed  by  said  deed  or 
which  were  purchased  by  them  at  said  sale,  under  and  by  virtue  of  said 
decree  hereinbefore  referred  to. 

Provided,  nevertheless,  and  it  is  the  true  intent  and  meaning  of  these 
presents,  that  nothing  herein  contained  shall  be  construed  to  express 
or  imply  any  covenant  by  the  parties  of  the  first  or  third  part  hereto,  or 
either  of  them,  but  that  this  instrument  shall  operate  to  convey  on  behalf 
of  the  said  parties  all  the  estate  and  interest  in  the  railroad  and  appur¬ 
tenances,  property,  effects,  rights,  franchises  and  things  hereinbefore 
described  or  referred  to,  which  the  said  parties,  each  or  either  of  them, 
might  hold  by  virtue  of  the  aforesaid  purchase  and  conveyance;  and 
which  the  said  parties,  each  for  himself  or  herself,  and  not  one  for  the 
other,  can  lawfully  and  rightfully  convey,  and  no  more. 

To  have  and  to  hold  the  same  unto  said  party  of  the  second  part,  its 
successors  and  assigns  to  and  for  its  and  their  own  proper  use,  benefit 
and  behoof  for  ever,  as  fully  as  the  said  parties  of  the  first  and  third 
parts  can  convey  the  same  as  aforesaid  and  not  otherwise. 

And  each  of  the  said  several  parties  of  the  third  part,  for  the  con¬ 
sideration  aforesaid  of  one  dollar,  to  her  in  hand  paid,  the  receipt  whereof 


584  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

from  the  said  party  of  the  second  part  is  hereby  acknowledged,  has 
joined  with  her  said  husband  above  named  in  these  presents,  and  has 
released  and  does  hereby  release  unto  the  said  party  of  the  second  part 
all  her  right  and  title  of  dower  in  all  and  singular  the  premises  herein¬ 
before  granted  and  conveyed. 

In  witness  whereof,  the  said  parties  hereto  of  the  first  and  third  parts 
have  hereunto  set  their  hands  and  seals  the  day  and  year  first  above 
written. 

PR.  CHOUTEAU,  Jr., 

EMILIE  CHOUTEAU, 

U.  A.  MURDOCK, 

FRED.  C.  GEBHARD, 

KATE  GEBHARD, 

HENRY  MORGAN, 

MARIA  LOUISA  MURDOCK, 
JOHN  H.  THOMPSON, 

JANE  C.  THOMPSON. 

Sealed  and  delivered  in  the  presence  of 
S.  PERIT  RAWLE. 

H.  DUNLAP, 

as  to  U.  A.  and  M.  L.  Murdock, 

F.  C.  and  K.  Gebhard, 

H.  Morgan  and 
J.  H.  Thompson. 

THOS.  S.  RIVETT, 
as  to  signature  of  Jane  C.  Thompson. 

Acknowledged  by  P.  Chouteau  and  Emilie  Chouteau  before  S.  Perit 
Rawle,  notary  public,  St.  Louis  county,  Mo.,  July  n,  i860;  by  U.  A. 
Murdock,  Maria  Louisa  Murdock,  Henry  Morgan,  John  H.  Thompson, 
Frederick  Gebhard  and  Kate  Gebhard  before  Henry  Dunlap,  commis¬ 
sioner  for  Indiana  in  New  York,  July  19  and  20,  i860,  and  by  Jane  C. 
Thompson  before  Thos.  S.  Rivett,  notary  public,  New  York  City,  July 
26,  i860. 

Recorded  in  Record  of  Deeds  following  counties  in  Indiana:  Wayne, 
August  16,  i860,  vol.  27,  page  513;  Henry,  August  10,  i860,  vol.  3,  page 
536;  Cass,  August  11,  i860,  vol.  S,  page  628;  Madison,  August  11,  i860, 
vol.  23,  page  342;  Tipton,  August  17,  i860,  vol.  2,  page  470;  Howard, 
August  17,  i860,  vol.  L,  page  431. 

FIRST  MORTGAGE. 

Cincinnati  and  Chicago  Air  Line  Railroad  Company  to  Matthew 
Morgan  and  Frederick  Schuchardt,  Trustees. 

Dated  August  1,  i860. 

Securing  $1,600,000  bonds,  dated  August  1,  i860,  payable  August  1,  1890, 
bearing  7  per  cent,  interest,  and  $300,000  bonds  to  be  issued 

at  a  future  time. 

This  indenture,  made  the  first  day  of  August,  in  the  year  of  our  Lord, 
one  thousand  eight  hundred  and  sixty,  between  the  Cincinnati  and 


CORPORATE  HISTORY. 


585 


Chicago  Air  Line  Railroad  Company,  of  the  first  part,  and  Matthew 
Morgan  and  Frederick  Schuchardt,  of  the  city  of  New  York,  of  the 
second  part. 

Whereas,  The  said  party  of  the  first  part  is  a  corporation  duly  formed 
and  organized  in  pursuance  of  a  statute  of  the  state  of  Indiana,  entitled 
“  An  act  authorizing  the  purchasers  of  railroads,  plank  roads,  turnpike 
roads  and  macadamized  roads,  or  parts  thereof,  under  mortgaged  sale 
or  sales,  made  according  to  the  terms  of  deeds  of  trust  to  organize  as 
incorporated  companies  and  prescribing  their  powers  and  duties,”  ap¬ 
proved  March  5,  1859,  and  of  the  laws  of  the  state  of  Indiana. 

And  whereas,  Said  party  of  the  first  part  has  become  vested  with  the 
title  to  the  railroad  formerly  known  as  the  Cincinnati  and  Chicago  Rail¬ 
road,  with  its  appurtenances,  and  of  other  property  and  franchises, 
formerly  owned  or  possessed  by  the  Cincinnati  and  Chicago  Railroad 
Company  by  deed  bearing  date  the  eleventh  day  of  July,  one  thousand 
eight  hundred  and  sixty,  made  and  delivered  to  said  party  of  the  first 
part  by  Pierre  Chouteau,  Jr.,  Uriel  A.  Murdock,  Frederick  C.  Gebhard, 
John  H.  Thompson  and  Henry  Morgan,  purchasers  of  said  railroad, 
property  and  franchises  in  conformity  to  the  aforesaid  statute  and  the 
laws  of  said  state  of  Indiana. 

And  whereas,  The  said  party  of  the  first  part,  for  the  purpose  of  secur¬ 
ing  the  payment  of  debts  contracted  in  and  by  the  purchase  and  acquisi¬ 
tion  of  said  railroad,  property  and  franchises  hath  resolved  to  make  and 
deliver  a  series  of  bonds  to  be  secured  by  these  presents,  amounting  in 
the  aggregate  to  one  million  six  hundred  thousand  dollars,  consisting  of 
fourteen  hundred  bonds  of  the  denomination  of  one  thousand  dollars 
each,  numbered  consecutively  from  one  (1)  to  fourteen  hundred  (1400), 
both  inclusive;  two  hundred  bonds  of  the  denomination  of  five  hundred 
dollars  each,  numbered  consecutively  from  fourteen  hundred  and  one 
(1401)  to  sixteen  hundred  (1600),  both  inclusive;  and  two  hundred  and 
fifty  bonds  of  the  denomination  of  four  hundred  dollars  each,  numbered 
consecutively  from  sixteen  hundred  and  one  (1601)  to  eighteen  hundred 
and  fifty  (1850),  both  inclusive,  which  bonds  are  dated  on  the  first  day 
of  August,  one  thousand  eight  hundred  and  sixty,  are  payable  on  the 
first  day  of  August,  one  thousand  eight  hundred  and  ninety,  at  the 
Continental  Bank  in  the  city  of  New  York,  bear  interest  from  the  day 
of  the  date  thereof,  at  the  rate  of  seven  per  centum  per  annum,  payable 
semi-annually  at  said  bank  on  the  first  days  of  February  and  August  in 
each  year,  are  equally  secured  by  this  instrument,  and  except  as  to  the 
denomination  thereof  are  in  the  form  following: 

No.  -  United  States  of  America.  $ - 

State  of  (Vignette)  Indiana. 

The  Cincinnati  and  Chicago  Air  Line  Railroad  Company. 

Seven  Per  Cent.  First  Mortgage  Bond. 

The  Cincinnati  and  Chicago  Air  Line  Railroad  Company  hereby  ac¬ 
knowledges  that  it  owes  and  is  indebted  unto  Matthew  Morgan  and 
Frederick  Schuchardt,  of  the  city  of  New  York,  in  the  sum  of 
dollars,  lawful  money  of  the  United  States  of  America,  for  value  received, 
which  sum  said  company  hereby  promises  and  agrees  to  pay  to  said 


586  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Matthew  Morgan  and  Frederick  Schuchardt  or  bearer  at  the  Continental 
Bank  in  the  city  of  New  York,  on  the  first  day  of  August,  1890,  with 
interest  at  the  rate  of  seven  per  centum  per  annum,  from  the  date  hereof, 
payable  half-yearly  on  the  first  days  of  February  and  August  in  each 
year  until  said  principal  sum  shall  be  paid,  on  presentation  and  surrender 
at  said  banking  house  of  the  annexed  interest  warrants  as  the  same  shall 
respectively  become  due  and  payable;  and  the  said  company  further 
agrees  that  in  case  said  interest  or  any  part  thereof  shall  not  be  paid 
on  any  day  whereon  the  same  shall  become  due  and  payable,  and  shall 
remain  in  arrear  thirty  days  after  payment  of  the  same  shall  have  been 
demanded,  that  then  and  thenceforth  the  whole  amount  of  said  principal 
sum  of  dollars  shall  forthwith,  at  the  option  of  the  holder 

of  this  bond,  become  and  be  immediately  due  and  payable,  anything 
herein  contained  to  the  contrary  notwithstanding.  This  bond  is  one  of 
a  series  of  bonds  of  like  tenor  and  date,  a  part  of  which  are  in  the  sum 
of  one  thousand  dollars,  a  part  in  the  sum  of  five  hundred  dollars,  and 
a  part  in  the  sum  of  four  hundred  dollars,  amounting  in  the  aggregate 
to  one  million  six  hundred  thousand  dollars,  all  of  which  bonds  are 
issued  for  the  lawful  debts  of  said  company  and  are  secured  by  a  mort¬ 
gage  of  its  railroad,  corporate  property  and  franchises  to  said  Matthew 
Morgan  and  Frederick  Schuchardt,  of  the  city  of  New  York,  trustees, 
dated  the  first  day  of  August,  i860,  and  duly  recorded  in  the  several 
counties  through  which  said  railroad  runs,  which  said  mortgage  pro¬ 
vides  for  equally  securing  an  issue  of  bonds  to  the  further  amount  of 
three  hundred  thousand  dollars,  which  shall  be  issued  only  in  payment 
of  or  exchange  for  an  equal  amount  of  bonds  now  secured  by  a  mort-  , 
gage  to  Joseph  B.  Varnum  and  George  Carlisle  as  trustees  upon  twenty- 
seven  miles-  of  said  railroad  from  New  Castle  to  Richmond,  in  the  state 
of  Indiana,  the  whole  amount  of  bonds  thereby  secured  being  three 
hundred  thousand  dollars. 

In  witness  whereof,  the  said  Cincinnati  and  Chicago  Air  Line  Rail¬ 
road  Company,  pursuant  to  a  resolution  of  its  board  of  directors,  has 
caused  these  presents  to  be  executed  by  its  president,  attested  by  its 
secretary  and  its  corporate  seal  to  be  hereto  affixed,  and  the  coupons 
hereto  annexed  to  be  signed  by  its  secretary,  at  the  city  of  Richmond, 
in  the  state  of  Indiana,  this  first  day  of  August,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  sixty. 

Countersigned  by  order  of  the  board, 

- ,  President. 

Attest: 

- ,  Secretary. 

- ,  Treasurer. 

All  of  which  bonds  so  issued  or  to  be  issued  are  hereby  declared  and 
agreed  to  be  given  as  consideration  for  the  purchase  of  said  railroad, 
property  rights  and  franchises  as  hereinbefore  recited,  and  all  or  either 
of  said  bonds  may  pass  by  delivery  or  may  be  registered  on  the  books 
of  the  company,  at  the  option  of  the  holder,  and  after  such  registration 
and  the  endorsement  of  a  certificate  thereof  upon  the  bond,  no  transfer 


CORPORATE  HISTORY. 


587 


shall  be  valid  unless  such  transfer  be  registered  and  endorsed  as  afore¬ 
said,  or  unless  the  last  registry  be  to  bearer  or  in  blank.  The  said  com¬ 
pany  hereby  expressly  reserving  the  right  at  any  time  hereafter  to  exe¬ 
cute  and  issue  under  the  provisions  of  this  mortgage  an  additional 
number  of  bonds  to  the  further  amount  of  three  hundred  thousand 
dollars,  to  be  numbered  from  eighteen  hundred  and  fifty-one  (1851)  to 
two  thousand  one  hundred  and  fifty  (2150),  both  inclusive,  which  bonds 
when  issued  and  delivered  are  hereby  placed  on  an  equal  security  under 
this  instrument  with  the  bonds  first  described,  it  being  however  agreed 
that  said  additional  bonds,  or  any  part  thereof,  shall  not  be  issued  except 
in  payment  of  or  in  exchange  for  an  equal  amount  of  the  bonds  of  the 
New  Castle  and  Richmond  Railroad  Company  heretofore  issued  and 
now  outstanding  and  unpaid,  secured  by  a  mortgage  to  Joseph  B.  Var- 
num  and  George  Carlisle  on  that  part  of  said  railroad  which  extends 
from  Richmond  to  New  Castle,  a  distance  of  twenty-seven  miles,  dated 
the  twenty-fifth  day  of  February,  one  thousand  eight  hundred  and  fifty- 
two. 

Now,  this  indenture  witnesseth,  That  the  said  party  of  the  first  part, 
in  consideration  of  the  premises  and  of  one  dollar  paid,  the  receipt 
whereof  from  said  parties  of  the  second  part  is  hereby  acknowledged, 
and  in  order  to  secure  the  payment  of  the  principal  and  interest,  of  the 
bonds  aforesaid  issued,  or  to  be  issued,  as  herein  recited  and  provided, 
as  the  same  shall  become  payable  according  to  the  tenor  of  said  bonds 
and  of  the  coupons  thereto  annexed,  hath  granted,  bargained,  sold,  con¬ 
veyed  and  transferred,  and  doth  by  these  presents  grant,  bargain,  sell, 
convey  and  transfer  unto  the  said  parties  of  the  second  part,  and  the 
survivor  of  them  and  their  successors  in  the  trust  herein  created,  all  the 
railroad  of  said  party  of  the  first  part,  which  commences  at  a  point  on 
the  south  side  of  the  railroad  passenger  depot  in  the  city  of  Richmond, 
Wayne  county,  Indiana,  at  the  western  terminus  of  the  track  of  the 
Eaton  and  Hamilton  Railroad  Company,  and  extends  in  a  northwesterly 
direction  through  the  counties  of  Wayne,  Henry,  Madison,  Tipton, 
Howard  and  Cass,  in  said  state  of  Indiana,  to  the  point  of  intersection 
of  the  track  of  the  Chicago  and  Cincinnati  Railroad  Company  with  the 
tracks  of  the  Toledo  and  Wabash  Railway  Company  and  the  Toledo, 
Logansport  and  Burlington  Railroad  Company,  in  Duret  street,  in  the 
city  of  Logansport,  in  the  county  of  Cass,  in  said  state,  whether  entirely 
constructed  or  to  be  constructed  or  finished,  all  ways  and  rights  of  way, 
depot  grounds  and  other  lands,  cattle  yards,  gravel  pits,  machine  shops, 
wood  sheds,  warehouses,  depot  and  passenger  houses,  roadbed,  iron  rails, 
tracks,  side  tracks,  switches,  turn-tables,  water  stations,  tanks,  fixtures, 
fences,  and  all  bridges,  culverts,  viaducts  and  every  structure  and  building 
constructed  or  to  be  constructed,  and  the  tools,  materials,  furniture  and 
equipments  of  every  description  connected  with  said  road,  and  the 
locomotives,  motive  power,  machinery,  cars  of  every  class  and  kind, 
cord  wood,  oil  and  every  species  of  materials  used  or  to  be  used  in  and 
about  the  constructing,  operating,  repairing  or  replacing  the  said  rail¬ 
road  or  any  part  thereof,  or  any  of  its  equipments,  all  of  which  things 
are  hereby  declared  to  be  appurtenances  and  fixtures  of  the  said  railroad. 


588  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Also  all  the  corporate  property  and  effects  of  the  said  party  of  the  first 
part  now  owned  or  possessed,  or  that  may  be  hereafter  acquired  by  it, 
and  also  all  franchises  connected  with  or  relating  to  the  said  railroad, 
now  held  or  that  may  hereafter  be  acquired  or  exercised  by  said  party 
of  the  first  part,  together  with  all  and  singular  the  tenements,  heredita¬ 
ments  and  appurtenances  thereunto  belonging  or  in  any  wise  appertain¬ 
ing,  and  the  reversions  and  remainders,  tolls,  incomes,  rents,  issues  and 
profits  thereof,  and  also  all  the  estate,  right,  title,  interest,  property, 
possession,  claim  and  demand  whatsoever,  as  well  in  law  as  in  equity, 
of  the  said  party  of  the  first  part  of,  in  and  to  the  same,  and  every  part 
thereof  with  the  appurtenances.  To  have  and  to  hold  the  above  de¬ 
scribed  premises  and  every  part  thereof,  with  the  appurtenances,  unto 
the  said  parties  of  the  second  part,  and  the  survivor  of  them,  and  their 
successors  forever  in  trust  for  the  person  or  persons,  bodies  politic  or 
corporate  who  shall  become  the  holders  of  said  bonds,  or  any  part  of 
them,  subject  to  the  terms  and  stipulations  of  the  said  bonds,  and  sub¬ 
ject  to  the  possession,  control  and  management  of  the  directors  of  the 
said  party  of  the  first  part,  so  long  as  the  said  party  of  the  first  part 
shall  well  and  truly  perform  all  and  singular  the  stipulations  of  the  bonds 
aforesaid,  and  the  covenants  of  this  indenture,  but  in  case  default  shall 
be  made  by  the  said  party  of  the  first  part,  its  successors  or  assigns,  in 
the  payment  of  any  interest  on  any  of  the  aforesaid  bonds,  issued  or  to 
be  issued  as  aforesaid,  on  presentation  and  surrender  of  the  warrant 
therefor  as  in  said  bonds  provided,  or  in  payment  of  the  principal  of 
any  such  bonds  as  the  same  shall  become  due  and  payable,  and  if  such 
default  shall  continue  for  the  period  of  thirty  days,  it  shall  then  be 
lawful  for  the  said  parties  of  the  second  part,  and  the  survivor  of  them 
and  their  successors,  in  person  or  by  their  or  his  attorneys  or  agents, 
to  enter  into  and  upon  and  take  possession  of  all  and  singular  the 
premises  hereby  conveyed  or  intended  so  to  be,  and  each  and  every  part 
thereof;  and  in  person  or  by  their  or  either  of  their  attorneys  or  agents 
to  have,  hold,  use  and  enjoy  the  same  themselves  or  by  their  superin¬ 
tendents,  managers,  receivers  or  servants  operating  said  railroad  and 
conducting  the  business  thereof,  and  making  from  time  to  time  all  need¬ 
ful  alterations,  repairs  and  additions  to  said  railroad,  as  fully  as  the 
party  of  the  first  part  might  have  done,  before  such  entry  and  to  collect 
and  receive  all  tolls,  freights,  rents,  issues  and  profits  of  the  same  and 
every  part  thereof,  and  after  deducting  the  expenses  of  operating  the 
said  railroad  and  conducting  its  business  and  of  all  repairs,  alterations 
and  additions  that  may  have  been  made,  and  of  all  payments  for  taxes, 
assessments,  charges  or  liens  on  said  premises,  or  any  part  thereof,  and 
all  just  compensation  to  said  parties  of  the  second  part  for  their  or 
either  of  their  services,  to  apply  the  residue  of  the  moneys  arising  as 
aforesaid  to  the  payment  of  the  interest  of  all  the  said  bonds  remaining 
unpaid,  and  also  of  the  principal  of  such  of  said  bonds  as  shall  have 
become  due,  according  to  the  stipulations  therein  contained,  or  the  said 
parties  of  the  second  part,  or  the  survivor  of  them,  or  the  successors  of 
them,  at  his  discretion,  may,  or  upon  the  request  in  writing  of  the  holders 
of  said  bonds  to  the  amount  of  at  least  two  hundred  and  fifty  thousand 


CORPORATE  HISTORY. 


s§9 


dollars,  on  which  interest  or  principal  is  not  duly  paid,  shall  cause  all 
and  singular  the  said  premises  hereby  conveyed  or  intended  to  be,  so 
much  thereof  as  shall  be  necessary  to  pay  and  discharge  the  principal 
and  interest  of  all  the  bonds  hereby  secured  and  then  remaining  unpaid, 
and  all  right,  benefit  and  equity  of  redemption  of  the  party  of  the  first 
part,  its  successors  and  assigns  in  said  premises,  to  be  sold  at  public 
auction  at  such  time  and  place  and  in  such  manner  as  shall  be  lawful, 
and  execute  to  the  purchaser  or  purchasers  thereof  a  good  and  sufficient 
deed  of  conveyance,  in  fee  simple  for  the  same,  which  sale  so  to  be 
made  shall  be  a  perpetual  bar,  both  in  law  and  equity,  against  the  said 
party  of  the  first  part,  its  successors  and  assigns,  and  all  other  persons 
claiming  or  to  claim  the  said  premises,  or  any  part  thereof,  by,  from 
or  under  said  party  of  the  first  part;  and  the  said  parties  of  the  second 
part,  and  the  survivor  of  them  and  their  successors,  after  deducting  from 
the  proceeds  of  said  sale  all  just  allowances  for  the  expenses  of  the  sale, 
including  attorneys  and  counsel  fees,  and  all  other  reasonable  expenses, 
advances  and  liabilities  which  may  have  been  made  or  incurred,  by  said 
parties  of  the  second  part,  or  either  of  them,  in  operating  or  maintaining 
said  railroad  or  managing  its  business,  shall  apply  so  much  of  the  pro¬ 
ceeds  as  may  be  necessary  pro  rata  to  the  payment  and  satisfaction,  first 
of  the  interest  and  then  of  the  principal  due  or  unpaid  upon  all  the  bonds 
secured  hereby;  and  shall  restore  the  residue  thereof  to  the  said  party 
of  the  first  part,  its  successors  or  assigns,  it  being  hereby  expressly 
understood  and  agreed  that  in  no  case  shall  any  claim  or  advantage  be 
made  or  taken  of  any  valuation,  appraisement,  stay  or  extension  laws 
by  the  said  party  of  the  first  part,  its  successors  or  assigns,  nor  shall 
any  injunction  or  stay  of  proceedings  or  any  process  be  obtained  or 
applied  for  by  it  or  them  to  prevent  such  entry  or  sale  as  aforesaid;  and 
the  said  party  of  the  first  part  hereby  covenants  and  agrees  to  and 
with  the  said  parties  of  the  second  part  and  their  successors  in  the  trust 
hereby  created,  that  said  party  of  the  first  part,  its  successors  and  assigns 
shall  and  will,  from  time  to  time,  and  at  all  times  hereafter,  execute, 
deliver  and  acknowledge  all  and  every  such  further  deeds,  conveyances 
and  assurances  in  the  law  as  shall  be  or  become  necessary,  and  the  said 
parties  of  the  second  part,  or  their  successors,  or  their  counsel  learned  in 
the  law  shall  reasonably  advise  or  require  for  the  better  effectuating  the 
objects  and  purposes  of  these  presents,  and  securing  unto  said  parties 
of  the  second  part  and  their  several  successors  in  the  trust  hereby  created 
all  the  premises  hereby  conveyed  or  expressed  or  intended  to  be  con¬ 
veyed,  as  well  the  property  that  may  be  hereafter  acquired  as  that 
now  owned  or  possessed  by  said  party  of  the  first  part. 

It  is  hereby  mutually  agreed,  and  these  presents  are  upon  the  express 
condition  that  the  payment  of  the  principal  and  interest  of  all  the  bonds 
secured  thereby,  the  estate  hereby  granted  shall  be  void  and  the  right 
to  the  premises  hereby  conveyed  shall  revert  to  and  revest  in  said  party 
of  the  first  part,  its  successors  and  assigns,  without  any  acknowledg¬ 
ment  of  satisfaction,  re-conveyance,  re-entry  or  other  act. 

And  it  is  mutually  agreed  by  and  between  the  parties  hereto  as  a  con¬ 
dition  on  which  the  parties  of  the  second  part  have  assented  to  these 


590  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

presents,  that  until  a  default  and  requisition  as  hereinbefore  defined  and 
provided,  the  trustees  for  the  time  being  shall  not,  nor  shall  either  o£ 
them,  be  required  to  perform  any  active  duty;  that  said  trustees  and  each 
of  them  may  at  all  times  and  in  all  cases  act  in  the  said  trust  by  one  or 
more  of  such  attorneys,  agents  and  servants  as  they  or  he  may  from 
time  to  time  appoint  or  constitute,  as  validly  and  effectually  in  all  re¬ 
spects  as  if  acting  personally;  and  that  said  parties  of  the  second  part 
shall  not  in  any  manner  be  liable  or  responsible  for  any  acts  of  the  other 
to  which  he  does  not  assent,  and  shall  be  accountable  only  for  the  ex¬ 
ercise  of  reasonable  diligence  in  the  management  of  said  trust,  and  not 
for  the  acts  of  the  agent  or  agents  by  them  from  time  to  time  appointed 
under  these  presents;  and  that  they  and  each  of  them  shall  receive  and 
be  entitled  to  receive  proper  compensation  for  any  labor  or  service 
performed  in  the  discharge  of  the  aforesaid  trust;  and  that  said  trustees- 
or  either  of  them  may  be  removed  by  the  vote  of  a  majority  in  interest 
of  the  holders  of  the  aforesaid  bonds,  the  action  of  said  bondholders  in 
effecting  such  removal  being  attested  by  an  instrument  under  the  hands 
and  seals  of  the  persons  so  voting  and  acknowledged  or  proven  in  the 
manner  required  by  the  laws  of  the  state  of  Indiana  to  entitle  a  convey¬ 
ance  to  be  recorded;  and  that  upon  the  removal  of  said  trustees,  or 
either  of  them,  in  the  manner  above  provided,  the  said  parties  or  party 
removed  as  aforesaid,  and  the  said  party  of  the  first  part  hereto,  shall 
and  will  execute  all  conveyances  and  other  instruments  from  time  to  time 
for  the  purpose  of  assuring  the  legal  estate  in  the  premises  to  the  trustee 
or  trustees  who  shall  for  the  time  being  be  designated  as  successors  in 
said  trust,  which  the  counsel  of  such  new  trustees  shall  reasonably  advise 
or  require. 

It  is  further  agreed  that  in  case  of  the  death,  mental  incapacity  or 
resignation  of  either  of  said  parties  of  the  second  part,  his  survivor  shall 
hold  all  and  singular  the  aforesaid  property  and  premises  and  execute 
all  and  singular  the  trusts  hereby  created,  and  in  case  of  the  death, 
mental  incapacity  or  resignation  of  both  of  said  parties  of  the  second 
part,  the  said  party  of  the  first  part  may,  on  notice  of  sixty  days  by 
advertisement  in  two  newspapers  published  in  the  city  of  New  York, 
of  general  circulation,  and  one  or  more  newspapers  published  in  the 
city  of  Richmond  and  state  of  Indiana,  to  the  holders  of  said  bonds  (or 
in  default  of  the  said  party  of  the  first  part  to  take  such  proceedings), 
then  the  holder  of  any  of  said  bonds  may,  on  sixty  days’  notice  to  said 
party  of  the  first  part,  and  after  publication  as  aforesaid,  apply  to  any 
court  of  chancery  in  either  of  the  counties  through  which  said  railroad 
runs  in  said  state  of  Indiana,  to  appoint  one  or  more  trustee  or  trustees 
to  supply  the  places  of  said  parties  of  the  second  part,  and  thereupon 
such  new  trustee  or  trustees  shall  become  vested  for  the  purposes  afore¬ 
said  with  all  the  rights  and  interests  hereby  conveyed  to  or  vested  in  the- 
said  parties  of  the  second  part  without  any  further  assurance  or  convey¬ 
ance. 

In  witness  whereof,  the  said  Cincinnati  and  Chicago  Air  Line  Rail¬ 
road  Company  has  caused  these  presents  to  be  signed  by  its  president 
and  secretary,  and  its  corporate  seal  to  be  hereunto  affixed,  the  first  day 


CORPORATE  HISTORY. 


591 


of  August,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and 
sixty. 

WILLIAM  D.  JUDSON,  President. 
[seal]  AMOS  TENNEY,  Secretary. 

Sealed  and  delivered  in  the  presence  of 
ROBERT  TAYLOR, 

MOSES  B.  MACLAY. 

Duly  acknowledged  before  Moses  B.  Maclay,  Indiana  commissioner  in 
Jhe  city  of  New  York,  August  6,  i860. 

Recorded,  Cass  county,  Indiana,  August  11,  i860,  Mortgage  Record  D, 
page  372. 


SUPPLEMENTARY  MORTGAGE. 

Cincinnati  and  Chicago  Air  Line  Railroad  Company  to  Frederick 

ScHUCHARDT,  TRUSTEE. 

Dated  February  2,  1863. 

Supplementary  to  first  mortgage  of  August  1,  i860,  and  given  to  further 
secure  an  issue  of  $300,000  bonds  provided  for  in  that  mortgage. 

This  indenture,  made  the  second  day  of  February,  one  thousand  eight 
hundred  and  sixty-three,  between  the  Cincinnati  and  Chicago  Air  Line 
Railroad  Company,  a  corporation  organized  under  the  laws  of  the  state 
of  Indiana,  of  the  first  part,  and  Frederick  Schuchardt,  of  the  city  of 
New  York,  of  the  second  part,  witnesseth: 

Whereas,  By  a  certain  indenture  of  mortgage  or  deed  of  trust  made 
between  said  party  of  the  first  part  hereto  and  Matthew  Morgan  and 
said  party  of  the  second  part  hereto,  dated  the  first  day  of  August,  one 
thousand  eight  hundred  and  sixty,  and  recorded  in  the  several  counties 
of  the  state  of  Indiana,  through  which  the  railroad  of  said  party  of  the 
first  part  runs,  said  railroad  and  all  the  then  present  and  in  future  to  be 
acquired  corporate  property,  effects  and  franchises  of  said  party  of  the 
first  part,  its  tolls,  income  and  profits  in  said  indenture  mentioned  were 
granted,  conveyed  and  transferred  to  said  Morgan  and  said  party  of  the 
second  part  hereto,  in  trust,  for  the  holders  of  bonds  of  said  party  of 
the  first  part,  numbered  from  one  (1)  to  eighteen  hundred  and  fifty  (1850) 
inclusive,  amounting  in  the  aggregate  to  one  million  six  hundred  thousand 
dollars. 

And  whereas,  The  said  party  of  the  first  part,  in  and  by  said  indenture 
of  mortgage  or  deed  of  trust,  did  expressly  reserve  the  right  at  any 
time  after  its  execution  to  execute  and  issue  under  its  provisions  an 
additional  number  of  bonds,  to  the  further  amount  of  three  hundred 
thousand  dollars,  to  be  numbered  from  eighteen  hundred  and  fifty-one 
(1851)  to  two  thousand  one  hundred  and  fifty  (2150),  both  inclusive; 
which  bonds  whensoever  issued  and  delivered  were  by  said  indenture  of 
mortgage  or  deed  of  trust  placed  on  an  equal  security  for  payment  under 
it,  with  the  bonds  first  above  mentioned;  it  being,  however,  thereby 


592  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

agreed  that  said  additional  bonds,  or  any  part  thereof,  should  not  be 
issued  except  in  payment  of  or  in  exchange  for  an  equal  amount  of  the 
bonds  of  the  New  Castle  and  Richmond  Railroad  Company,  issued  be¬ 
fore  the  date  of  said  indenture  of  mortgage  or  deed  of  trust  then  out¬ 
standing  unpaid,  and  secured  by  a  mortgage  to  Joseph  B.  Varnum  and 
George  Carlisle  on  that  part  of  said  railroad  which  extends  from  Rich¬ 
mond  to  New  Castle,  a  distance  of  twenty-seven  miles,  and  dated  the 
twenty-fifth  day  of  February,  one  thousand  eight  hundred  and  fifty-two, 
as  by  said  indenture  of  mortgage  or  deed  of  trust,  to  which  reference 
is  hereby  made  for  greater  certainty,  as  to  its  provisions,  will  more  fully 
and  at  large  appear. 

And  whereas,  Said  party  of  the  first  part  hath  resolved,  for  the  purpose 
aforesaid,  to  execute  and  deliver  an  additional  number  of  bonds,  to  the 
amount  of  three  hundred  thousand  dollars,  to  be  equally  secured  by 
said  indenture  of  mortgage  or  deed  of  trust  with  said  bonds  first  above 
mentioned,  which  additional  bonds,  numbered  consecutively  from  eigh¬ 
teen  hundred  and  fifty-one  (1851)  to  twenty-one  hundred  and  fifty  (2J50), 
both  inclusive,  dated  on  the  first  day  of  February,  one  thousand  eight 
hundred  and  sixty-two,  and  payable  on  the  first  day  of  August,  eighteen 
hundred  and  ninety,  at  the  Continental  Bank  in  the  city  of  New  York, 
with  interest  from  the  day  of  the  date  thereof,  at  the  rate  of  seven  per 
cent,  per  annum,  payable  semi-annually  at  said  bank  on  the  first  days  of 
February  and  August  in  each  year,  are  and  each  of  them  is  with  said 
bonds  first  above  mentioned,  equally  secured  by  said  indenture  of  mort¬ 
gage  or  deed  of  trust  and  are  in  the  words  following: 

No.  -  United  States  of  America.  $1000. 

State  of  Indiana. 

The  Cincinnati  and  Chicago  Air  Line  Railroad  Company. 

Seven  Per  Cent.  First  Mortgage  Bond. 

The  Cincinnati  and  Chicago  Air  Line  Railroad  Company  hereby 
acknowledges  that  it  owes  and  is  indebted  unto  Frederick  Schuchardt, 
of  the  city  of  New  York,  in  the  sum  of  one  thousand  dollars,  lawful 
money  of  the  United  States  of  America,  for  value  received,  which  sum 
said  company  hereby  promises  and  agrees  to  pay  to  Frederick  Schuchardt 
or  bearer  at  the  Continental  Bank  in  the  city  of  New  York  on  the  first 
day  of  August,  1890,  with  interest  at  the  rate  of  seven  per  centum  per 
annum  from  the  date  hereof,  payable  half-yearly  on  the  first  days  of 
February  and  August  in  each  and  every  year  until  said  principal  sum 
shall  be  paid,  on  presentation  and  surrender  at  said  banking  house  of 
the  annexed  interest  warrants  as  the  same  shall  respectively  become 
due  and  payable. 

And  the  said  company  further  agrees  that  in  case  said  interest  or  any 
part  thereof  shall  not  be  paid  on  any  day  whenever  the  same  shall  become 
due  and  payable,  and  shall  remain  in  arrear  thirty  days  after  payment 
of  the  same  shall  have  been  duly  demanded,  that  then  and  thenceforth 
the  whole  amount  of  said  principal  sum  of  one  thousand  dollars  shall 
forthwith,  at  the  option  of  the  holder  of  this  bond,  become  and  be  im- 


CORPORATE  HISTORY. 


593 


mediately  due  and  payable,  anything  herein  contained  to  the  contrary 
notwithstanding. 

This  bond  is  one  of  a  series  of  bonds  of  like  tenor  and  date,  amounting 
in  the  aggregate  to  three  hundred  thousand  dollars,  issued  by  said  com¬ 
pany  in  payment  of,  or  in  exchange  for,  an  equal  amount  of  the  bonds  of 
the  New  Castle  and  Richmond  Railroad  Company,  secured  by  a  mort¬ 
gage  on  that  part  of  the  railroad  of  the  Cincinnati  and  Chicago  Air  Line 
Railroad  Company,  which  extends  from  Richmond  to  New  Castle,  all 
of  said  series,  with  one  million  six  hundred  thousand  dollars  of  bonds 
previously  issued  by  said  company  (amounting  in  the  aggregate  to  one 
million  nine  hundred  thousand  dollars)  are  equally  secured  by  a  mort¬ 
gage  of  its  railroad,  corporate  property  and  franchises  to  Matthew 
Morgan  and  Frederick  Schuchardt,  trustees,  dated  the  first  day  of  August, 
i860,  and  duly  recorded  in  the  several  counties  through  which  said  road 
runs.  This  bond  shall  not  be  valid  or  obligatory  until  it  shall  have 
been  authenticated  by  a  certificate  endorsed  thereon  and  duly  signed  by 
Fre’derick  Schuchardt,  trustee  under  the  mortgage  aforesaid. 

In  witness  whereof,  the  said  Cincinnati  and  Chicago  Air  Line  Railroad 
Company,  pursuant  to  a  resolution  of  its  board  of  directors,  has  caused 
these  presents  to  be  executed  by  its  president,  attested  by  its  secretary, 
and  its  corporate  seal  to  be  hereto  affixed,  and  the  coupons  hereto 
annexed  to  be  signed  by  its  secretary  at  the  city  of  Richmond,  in  the 
state  of  Indiana,  this  first  day  of  February,  in  the  year  of  our  Lord  one 
thousand  eight  hundred  and  sixty-two. 

Countersigned  by  order  of  the  board, 

- ,  President. 

Attest: 

- ,  Secretary. 

- ,  Treasurer. 

All  of  which  additional  bonds  it  is  hereby  declared  and  agreed  shall 
be  delivered  only  in  payment  of,  or  in  exchange  for,  an  equal  amount 
of  said  bonds,  of  the  New  Castle  and  Richmond  Railroad  Company; 
and  all,  or  either  of  said  additional  bonds,  may  pass  by  delivery,  or  may 
be  registered  on  the  books  of  the  company,  at  the  option  of  the  holder; 
and  after  such  registration,  and  the  endorsement  of  a  certificate  thereof 
upon  the  bond,  no  transfer  shall  be  valid  unless  the  same  shall  be  regis¬ 
tered  and  endorsed  as  aforesaid,  or  unless  the  last  registery  be  to  the 
bearer  or  in  blank.  Now,  it  is  hereby  witnessed,  declared  and  agreed 
by  and  between  the  said  parties  hereto  as  follows,  that  is  to  say:  That 
all  and  singular  the  railroad  of  said  party  of  the  first  part,  and  all  other 
the  mortgaged  premises,  property,  rights,  franchises,  incomes,  profits, 
effects  and  interests  in  said  indenture  of  mortgage  or  deed  of  trust  de¬ 
scribed  and  specified,  are  and  shall  be  had  and  held  by  said  party  of 
the  second  part  hereto,  and  his  successor  in  the  trust,  as  security  for 
the  payment  of  the  principal  and  interest  of  said  additional  bonds  equally 
with  said  bonds  first  above  mentioned,  and  upon  the  same  trusts,  as  to 
all  persons  or  parties  who  shall  become  the  holders  of  said  additional 
38 


594  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

bonds,  or  any  of  them,  as  are  in  said  indenture  of  mortgage  or  deed  of 
trust  declared,  in  regard  to  the  holders  of  the  first  mentioned  bonds; 
and  that  said  trusts  shall  be  executed  by  said  party  of  the  second  part 
and  his  successors  for  the  equal  benefit  and  security  of  all  the  holders 
of  the  bonds  of  said  party  of  the  first  part,  hereinbefore  mentioned;  and 
in  case  default  shall  be  made  by  said  party  of  the  first  part  or  its  assigns 
in  the  payment  of  any  interest  on  any  of  said  additional  bonds,  on  pre¬ 
sentation  and  surrender  of  the  warrant  therefor,  as  in  said  bond  provided, 
or  in  payment  of  the  principal  of  any  such  bonds,  as  the  same  shall 
become  due  and  payable,  and  if  such  default  shall  continue  for  the  period 
of  thirty  days,  it  shall  then  be  lawful  for  said  party  of  the  second  part 
hereto  and  his  successor  in  the  trust,  to  enter  upon  and  take  possession 
of  all  and  singular  the  premises  mentioned  and  described  in  the  afore¬ 
said  indenture  of  mortgage  or  deed  of  trust,  to  operate  said  railroad, 
to  conduct  the  business  thereof,  to  collect  the  tolls,  freights,  rents,  issues 
and  profits  of  the  same,  and  to  apply  the  residue  of  the  monies  referred 
to  in  said  indenture  of  mortgage  or  deed  of  trust  as  resulting  from ‘the 
operation  of  said  railroad,  to  the  payment  of  the  interest  of  all  the  bonds 
of  the  party  of  the  first  part  hereinbefore  mentioned  remaining  unpaid; 
and  also  of  the  principal  of  such  of  said  bonds  as  shall  have  become  due, 
according  to  the  stipulations  therein  contained. 

And  it  is  further  understood  and  agreed  by  and  between  the  parties 
hereto,  that  all  the  provisions  and  agreements  relating  to  the  bonds  first 
above  mentioned,  or  the  holders  of  the  same,  or  any  of  them,  as  con¬ 
tained  in  said  indenture  of  mortgage  or  deed  of  trust,  shall  be  deemed 
to  apply  to  and  embrace  all  said  additional  bonds,  and  the  holders  of 
the  same,  or  any  of  them;  and  are  hereby  declared  to  embrace  said  last 
mentioned  bonds,  and  the  respective  holders  thereof  to  the  same  extent, 
and  with  the  same  effect,  as  to  security  for  payment  and  otherwise  as  if 
they  had  constituted  and  formed  part  of  the  series  of  bonds  first  issued 
by  said  party  of  the  first  part  as  hereinbefore  mentioned. 

In  witness  whereof,  the  said  Cincinnati  and  Chicago  Air  Line  Railroad 
Company  has  caused  these  presents  to  be  signed  by  its  president  and 
secretary,  and  its  corporate  seal  to  be  hereunto  affixed,  the  day  and 
year  first  above  written. 

Cincinnati  and  Chicago  Air  Line  Railroad  Company, 

By  W.  D.  JUDSON,  President. 

AMOS  TENNEY,  Secretary. 

Signed,  sealed  and  delivered  in  the  presence  of 
EDWD.  G.  JUDSON. 

Acknowledged  before  Moses  B.  Maclay,  commissioner  for  state  of 
Indiana  in  New  York,  May  20,  1863. 

Recorded,  Wayne  county,  Indiana,  May  26,  1863,  Record  11  of  Mort¬ 
gages,  pages  452  to  457;  also  recorded  in  Henry,  Madison,  Howard, 
Tipton  and  Cass  counties. 


CORPORATE  HISTORY. 


595 


GALENA  AND  ILLINOIS  RIVER  RAILROAD 

COMPANY.1 

An  Act  to  Incorporate  the  Galena  and  Illinois  River  Railroad 

Company. 

Approved  February  18,  1857. 

Be  it  enacted  by  the  people  of  the  state  of  Illinois,  represented  in 
General  Assembly,  That  Edward  H.  Beebe,  M.  Y.  Johnson,  L.  C.  Mc- 
Kenney,  C.  B.  Denio,  and  their  associates,  successors,  heirs  (?)  and 
assigns,  are  hereby  created  a  body  politic  and  corporate,  by  the  name 
and  style  of  the  Galena  and  Illinois  River  Railroad  Company,  with 
perpetual  succession,  and  by  that  name  be  and  are  hereby  made  capable, 
in  law  and'  equity,  to  sue  and  be  sued,  plead  and  be  impleaded,  defend 
and  be  defended,  in  any  court  of  law  and  equity  in  this  state  or  any 
other  place;  to  make  and  use  a  common  seal,  and  the  same  to  alter  or 
renew  at  pleasure;  and  shall  be  and  are  hereby  vested  with  all  powers, 
privileges  and  immunities,  which  are  or  may  be  necessary  to  carry  into 
effect  the  purposes  and  objects  of  this  act,  as  hereinafter  set  forth;  and 
said  company  are  hereby  authorized  and  empowered  to  locate,  construct 
and  complete  a  railroad  from  Galena,  in  Joe  Daviess  county,  to  a  point 
to  be  hereafter  located,  in  township  number  thirty-five,  east  of  range 
number  thirteen  of  the  third  principal  meridian.  Said  railroad  to  be 
laid  out  and  constructed  upon  the  most  eligible  route  between  the  points 
above  named;  and  for  this  purpose  the  said  company  are  authorized  to 
lay  out  and  locate  their  said  road,  not  exceeding  one  hundred  feet  in 
width,  through  the  whole  length  of  said  route,  and  for  the  purpose  of 
cuttings,  embankments,  stone  and  gravel,  may  take  and  appropriate  as 
much  more  land  as  may  be  necessary  for  the  construction  and  security 
of  said  road. 

Sec.  2.  The  capital  stock  of  said  company  shall  consist  of  one  mil¬ 
lion  of  dollars,  which  may  be  increased  to  any  amount  not  exceeding 
the  actual  estimated  cost  of  constructing  and  equipping  their  said  road, 
to  be  divided  into  shares  of  one  hundred  dollars  each.  All  the  corporate 
powers  of  said  company  shall  be  vested  in  and  exercised  by  a  board  of 
five  directors,  who  shall  be  chosen  by  the  stockholders  of  said  company 
in  the  manner  hereinafter  provided,  who  shall  hold  their  offices  for  one 
year,  or  until  their  successors  shall  be  elected  and  qualified;  and  said 
directors,  a  majority  of  whom  shall  form  a  quorum  for  the  transaction 
of  business,  shall  elect  one  of  their  number  to  be  the  president  of  the 
company;  and  said  board  of  directors  shall  have  power  to  appoint  all 
necessary  clerks,  secretary,  treasurer,  and  all  other  officers  deemed 
necessary  in  the  transaction  of  the  business  of  said  company. 

Sec.  3.  The  said  corporation  is  hereby  authorized,  by  their  agents, 
surveyors  and  engineers,  to  cause  such  examinations  and  surveys  to  be 
made  of  the  ground  and  country  as  shall  be  necessary  to  determine  the 
most  desirable  route  whereon  to  construct  their  said  railroad:  and  it 
shall  be  lawful  for  said  company  to  enter  upon  and  take  possession  of 


1  See  page  65. 


596  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

and  use  all  such  lands  and  real  estate  as  will  or  may  be  necessary  for 
the  construction  and  maintenance  of  the  said  railroad,  its  depots,  side 
tracks,  water  stations,  engine  houses,  machine  shops,  and  other  buildings 
and  appendages  necessary  to  the  construction  of  said  railroad:  Provided, 
that  all  lands  or  real  estate  entered  upon  and  taken  possession  of  by 
said  corporation  for  the  purpose  and  accommodation  of  said  railroad, 
or  upon  which  the  site  for  said  railroad  shall  have  been  located  or  de¬ 
termined  by  said  corporation,  shall  be  paid  for  by  said  company  in  dam¬ 
ages,  if  any  be  sustained  by  the  owner  or  owners  thereof,  by  the  use  of 
the  same  for  the  purposes  of  said  railroad;  and  all  lands  entered  upon 
and  taken  for  use  of  said  corporation  which  are  not  donated  to  said  com¬ 
pany,  shall  be  paid  for  by  said  corporation  at  such  prices  as  may  be 
mutually  agreed  upon  by  the  said  corporation  and  the  owner  or  owners 
of  such  lands;  and  in  case  of  disagreement,  the  price  shall  be  estimated, 
fixed  and  recovered,  in  the  manner  provided  for  taking  lands  for  the 
construction  of  public  roads,  canals  or  other  public  works,  as  prescribed 
by  the  act  concerning  the  right  of  way,  approved  March  3,  1845,  and 
the  amendments  thereto. 

Sec.  4.  If  any  person  shall  willfully,  maliciously  or  wantonly,  or  con¬ 
trary  to  law,  obstruct  the  passage  of  any  car  on  said  railroad,  or  any 
part  thereof,  or  anything  belonging  thereto,  or  shall  damage,  break  or 
destroy  any  part  of  the  said  railroad,  or  implements,  or  buildings,  he,  she 
or  they,  or  any  person  assisting,  shall  forfeit  and  pay  to  said  company 
for  every  such  offence,  treble  the  amount  of  damages  that  shall  be  proven, 
before  any  competent  court  [to?]  have  been  sustained,  and  be  sued  for 
in  the  name  and  behalf  of  said  company;  and  such  offender  or  offenders 
shall  be  deemed  guilty  of  a  misdemeanor,  and  shall  be  liable  to  an  in¬ 
dictment  in  the  same  manner  as  other  indictments  are  found,  in  any 
county  where  such  offence  shall  have  been  committed,  and,  upon  con¬ 
viction,  every  such  offender  shall  be  liable  to  a  fine  not  exceeding  five 
thousand  dollars,  for  the  use  of  the  county  where  such  indictment  may 
be  found,  and  may  be  imprisoned  in  the  county  jail  for  any  time  not  ex¬ 
ceeding  six  months,  at  the  discretion  of  the  court. 

Sec.  5.  The  time  of  holding  the  annual  meeting  of  said  directors  shall 
be  fixed  and  determined  by  the  by-laws  of  said  company;  and  at  all 
meetings  each  stockholder  shall  be  entitled  to  a  vote  in  person  or  by 
lawful  proxy,  one  vote  for  each  share  of  stock  he,  she  or  they  may  hold, 
bona  fide,  in  said  company,  upon  which  all  installments  called  have  been 
paid. 

Sec.  6.  The  persons  named  in  the  first  section  of  this  act  are  hereby 
appointed  commissioners,  who,  or  a  majority  of  them,  are  hereby  au¬ 
thorized  to  open,  or  cause  to  be  opened,  subscription  books  for  the  stock 
of  said  company,  at  such  time  and  place  as  they  may  think  proper;  and 
also  to  appoint  one  or  more  agents  to  open  such  books  and  receive 
such  subscriptions.  The  said  commissioners,  or  their  agents,  shall  re¬ 
quire  each  subscriber  to  pay  five  dollars,  or  execute  a  note  therefor  (as 
they  shall  determine),  on  each  share  subscribed,  at  the  time  of  subscrib¬ 
ing;  and  whenever  fifty  thousand  dollars  shall  be  subscribed,  the  said 
commissioners  shall  call  a  meeting  (or  a  majority  of  them  shall)  of  the 


CORPORATE  HISTORY. 


597 


stockholders,  by  giving  twenty  days’  notice,  in  some  newspaper  printed 
in  the  city  of  Galena,  or  by  personal  notice,  served  upon  each  of  the 
stockholders,  of  the  time  and  place  of  such  meeting,  at  least  ten  days 
previous  to  the  time  of  such  meeting;  and  at  such  meeting  it  shall  be 
lawful  for  the  stockholders  to  elect  the  directors  of  said  company,  and 
transact  any  other  necessary  business;  and  when  the  directors  are  chosen, 
the  said  commissioners  shall  deliver  said  subscription  books,  with  all 
sums  of  money  and  notes  received  by  them,  or  by  any  agent  appointed 
by  them,  as  commissioners,  to  said  directors.  No  person  shall  be  a 
director  unless  he  shall  be  a  bona  fide  stockholder  in  said  company. 

Sec.  7.  The  directors  of  said  company,  after  the  same  is  organized, 
are  hereby  authorized  and  empowered  to  take  and  receive  subscriptions 
to  their  said  capital  stock,  on  such  terms  and  in  such  amounts  as  they 
may  deem  for  the  interest  of  said  company,  and  as  they  may  prescribe  by 
their  by-laws  or  regulations,  from  any  other  railroad  or  corporation,  and 
from  any  county,  city,  town  or  village  making  the  same:  Provided,  said 
company  shall  not  be  authorized  to  take  or  receive  subscriptions  to  their 
capital  stock  payable  in  real  estate. 

Sec.  8.  That  the  right  of  way  and  the  real  estate  purchased  for  the 
right  of  way,  or  other  purposes,  by  said  company,  whether  by  mutual 
agreement  or  otherwise,  or  which  shall  become  the  property  of  said 
company  by  operation  of  law,  as  in  this  act  provided,  shall,  upon  pay¬ 
ment  of  the  amount  of  money  belonging  to  the  owner  or  owners  of 
said  lands,  as  a  compensation  for  the  same,  become  the  property  of  said 
company  in  fee  simple. 

Sec.  9.  The  said  corporation  may  take  and  transport,  on  said  railroad, 
any  person  or  persons,  merchandise  or  other  property,  by  the  force  and 
power  of  steam,  or  animals,  or  any  combination  of  them,  and  may  fix, 
establish,  take  and  receive  such  rates  of  toll  for  all  passengers  and  prop¬ 
erty  transported  upon  the  same  as  the  directors  shall,  from  time  to  time, 
establish;  and  the  directors  are  hereby  authorized  and  empowered  to  make 
all  necessary  rules,  by-laws,  regulations  and  ordinances  that  they  may 
deem  necessary  and  expedient  to  accomplish  the  designs  and  purposes, 
and  to  carry  into  effect  the  provisions  of  this  act,  and  for  the  transfer 
and  assignment  of  its  stock,  which  is  hereby  declared  personal  property, 
and  transferable  in  such  manner  as  shall  be  provided  by  the  by-laws  and 
ordinances  of  said  company. 

Sec.  10.  In  case  of  death,  resignation  or  removal  of  the  president, 
vice-president,  or  any  director,  at  any  time  before  the  annual  election, 
such  vacancy  shall  be  filled  for  the  remainder  of  the  year,  whenever  they 
may  happen,  by  the  board  of  directors;  and  in  case  of  absence  of  the 
president  and  vice-president,  the  board  of  directors  shall  have  power 
to  appoint  a  president  pro  tempore,  who  shall  have  and  exercise  such 
powers  and  functions  as  the  by-laws  of  the  said  corporation  may  provide. 
In  case  it  should  at  any  time  happen  that  an  election  shall  not  be  made 
on  any  day  on  which,  in  pursuance  of  this  act,  it  ought  to  be  made,  the 
said  corporation  shall  not,  for  that  cause,  be  deemed  dissolved,  but  such 
election  shall  be  held  at  any  other  time  directed  by  the.  by-laws  of  said 
corporation. 


598  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Sec.  11.  Whenever  it  shall  be  necessary  for  the  construction  of  said 
railroad  to  intersect  or  cross  a  track  of  any  other  railroad,  or  stream  of 
water,  or  water  course,  or  road,  or  highway,  on  the  route  of  said  rail¬ 
road,  it  shall  be  lawful  for  the  company  to  construct  their  railroad  across 
or  upon  the  same,  provided  the  said  railroad  shall  restore  the  railroad, 
stream  of  water,  water  course,  road  or  highway,  thus  intersected  or 
crossed,  to  its  former  state,  or  in  a  sufficient  manner  not  materially  to 
impair  its  usefulness. 

Sec.  12.  Said  company  shall  have  power,  and  it  is  hereby  made  lawful 
for  said  company  to  unite  or  consolidate  its  railroad  with  any  other  rail¬ 
road  or  railroads  now  constructed  or  being  constructed,  or  which  may 
hereafter  be  constructed,  within  this  or  any  other  state,  which  may  cross 
or  intersect  the  same,  or  be  built  along  the  line  thereof,  upon  such  terms 
as  may  be  mutually  agreed  upon  between  the  said  company,  or  any 
other  company,  and  for  that  purpose  full  power  is  hereby  given  to  said 
company  to  make  and  execute  such  contracts  with  any  other  company 
or  companies,  as  will  secure  the  objects  of  such  connections  or  con¬ 
solidations. 

Sec.  13.  That  the  said  railroad  company,  by  this  act  incorporated, 
shall  have  power  to  borrow  money  on  the  credit  of  the  company,  not 
exceeding  its  authorized  capital  stock,  at  a  rate  of  interest  not  exceeding 
ten  per  cent,  per  annum,  payable  semi-annually,  and  may  execute  bonds 
therefor,  with  interest  coupons  thereto  annexed,  and  secure  the  payment 
of  the  same  by  mortgage  or  deed  of  trust  on  the  whole  or  any  part 
thereof  of  the  said  railroad,  property  and  income  of  the  company  then 
existing,  or  thereafter  to  be  acquired,  and  may  annex  to  said  mortgage 
bonds  the  privilege  of  converting  the  same  into  the  capital  stock  of  the 
company  at  par,  at  the  option  of  the  holders,  if  such  election  be  signified 
in  writing  to  the  company  three  years  before  the  maturity  of  said  bonds. 

Sec.  14.  That  the  directors  of  said  company  be  and  they  are  hereby 
authorized  to  negotiate  and  sell  the  bonds  of  the  said  company,  at  such 
times  and  in  such  places,  either  within  or  without  this  state,  and  at  such 
rates  and  for  such  prices  as  in  their  opinion  will  best  advance  the  interest 
of  the  company;  and  if  such  bonds  are  thus  negotiated  or  sold  at  a 
discount  below  their  par  value,  such  sale  shall  be  valid  and  binding  on 
the  company,  in  every  respect,  as  if  they  were  sold  or  disposed  of  at 
their  par  value. 

Sec.  15.  That  the  said  company,  in  securing  the  payment  of  said 
bonds  by  a  mortgage  or  deed  of  trust  on  the  road,  property  and  income 
of  the  company,  shall  have  power  to  execute  a  mortgage  or  deed  of  trust 
aforesaid,  to  receive  the  payment  of  the  full  amount  of  bonds  which  the 
company  may,  at  the  time  the  said  mortgage  or  deed  of  trust  bears  date, 
or  at  any  time  thereafter,  desire  to  sell  and  dispose  of,  and  may  execute 
and  sell  from  time  to  time  such  amounts  of  said  bonds,  and  of  such 
dates,  and  payable  to  such  persons,  as  the  directors  of  said  company  may 
deem  advisable,  till  the  whole  amount  of  bonds  mentioned  in  such  mort¬ 
gage  or  deed  of  trust  is  executed  and  sold;  and  the  said  mortgage  or 
deed  of  trust  shall  be  as  valid  and  effectual  to  secure  the  payment  of 
the  bonds  so  executed  and  sold,  and  every  part  thereof,  as  if  the  same, 


CORPORATE  HISTORY. 


599 


and  every  part  thereof,  had  been  executed  with  even  date  with  the  said 
mortgage  or  deed  of  trust. 

Sec.  16.  This  act  shall  be  deemed  a  public  act,  and  is  hereby  so  de¬ 
clared,  and  shall  be  favorably  construed  for  all  purposes  herein  ex¬ 
pressed  and  declared,  in  all  courts  or  places  whatsoever,  and  shall  be  in 
force  from  and  after  its  passage. 

Private  Laws  Illinois,  1857,  p.  1400. 


ASSIGNMENT  OF  CHARTER 

Of  Galena  and  Illinois  River  Railroad  Company  to  J.  E.  Young, 

September  ii,  1863. 

Know  all  men  by  these  presents,  That  we,  Edward  H.  Beebe,  M.  Y. 
Johnson,  L.  C.  McKenney  and  C.  B.  Denio,  the  corporators  named  in 
and  the  owners  of  the  charter  of  the  “  Galena  and  Illinois  River  Rail¬ 
road  Company,”  granted  by  the  legislature  of  the  state  of  Illinois,  and 
approved  February  the  18th,  1857,  for  and  in  consideration  of  one  dollar 
to  us  in  hand  paid  by  Joseph  E.  Young,  the  receipt  of  which  is  hereby 
acknowledged,  do  hereby  sell,  assign,  transfer  and  set  over  unto  the 
said  Joseph  E.  Young,  his  heirs,  successors  and  assigns,  the  above 
named  charter  and  all  our  right,  title  and  interest  in  and  to  the  same, 
and  in  and  to  the  rights,  privileges  and  franchises  therein  and  thereby 
granted  and  secured,  and  do  hereby  make,  constitute  and  appoint  the 
said  Joseph  E.  Young,  our  true  and  lawful  attorney  in  the  premises,  and 
fully  authorize  and  empower  him,  in  our  names  or  otherwise,  as  to  him 
shall  seem  best,  to  open  or  cause  to  be  opened  subscription  books  for 
the  stock  of  said  company  at  such  time  and  place  as  he  may  think  proper, 
and  for  this  purpose  to  appoint  such  agents  as  he  may  think  best,  and 
to  call  the  meeting  of  stockholders  provided  for  in  said  charter,  in  the 
organization  of  said  company  under  said  charter,  or  any  other  meeting 
of  the  stockholders  of  said  company,  and  also  to  do  and  perform  all  and 
every  act  and  thing  whatsoever  requisite  and  necessary  to  be  done  in 
and  about  the  premises  as  fully,  to  all  intents  and  purposes,  as  we  might 
or  could  do  if  personally  present,  hereby  fully  ratifying  and  confirming 
all  that  the  said  Joseph  E.  Young  or  his  appointees  may  lawfully  do  in 
the  premises. 

In  witness  whereof,  we  have  hereunto  set  our  hands  and  seals  this 
eleventh  day  of  September,  A.  D.  1863. 

M.  Y.  JOHNSON,  [seal] 

EDW.  H.  BEEBE,  [seal] 

L.  C.  McKENNEY,  [seal] 

C.  B.  DENIO,  [seal] 

by  M.  Y.  Johnson. 


600  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


CHICAGO  AND  GREAT  EASTERN  RAILWAY 

COMPANY  (First).1 

ARTICLES  OF  ASSOCIATION. 

Section  i.  We,  the  undersigned,  subscribers  to  the  stock  of  the  said 
Chicago  and  Great  Eastern  Railway  Company,  do  hereby  associate  and 
form  an  incorporated  company,  under  and  in  pursuance  of  the  act  of  the 
legislature  of  the  state  of  Indiana,  entitled  “  An  act  to  provide  for  the 
incorporation  of  railroad  companies,”  approved  May  nth,  A.  D.  1852,. 
and  the  acts  amendatory  and  supplemental  thereto;  and  do  adopt  these 
presents  as  the  charter  of  said  company. 

Sec.  2.  The  name  of  this  corporation  shall  be  the  Chicago  and  Great 
Eastern  Railway  Company. 

Sec.  3.  The  capital  stock  of  said  corporation  shall  be  one  million  and 
two  hundred  thousand  dollars,  with  the  privilege  of  increasing  the  same 
according  to  the  provisions  of  said  act,  and  the  acts  amendatory  and 
supplemental  thereto,  said  stock  shall  consist  of  twelve  thousand  shares 
of  one  hundred  dollars  each. 

Sec.  4.  There  shall  be  five  directors  of  said  corporation,  and  said 
directors  shall  consist  of  the  following  named  persons  until  there  shall 
be  a  regular  election  for  directors  holden  by  the  stockholders,  namely, 
William  D.  Judson,  Amos  Tenney,  John  W.  Reid,  Charles  Judson  and 
John  Brandt,  Jr. 

Sec.  5.  Said  corporation  is  organized  for  the  purpose  of  constructing, 
owning,  maintaining  and  operating  a  railroad  in  the  state  of  Indiana, 
commencing  at  a  point  in  the  city  of  Logansport,  in  Cass  county,  and 
extending  in  a  northwesterly  direction  through  said  county  of  Cass,  and 
the  counties  of  Pulaski,  Stark,  La  Porte,  Porter  and  Lake,  to  the  eastern 
boundary  line  of  the  state  of  Illinois;  the  length  of  said  road  is  to  be 
about  eighty-six  miles. 

Dated  June  15th,  A.  D.  1863. 

Signed  by  eighteen  subscribers. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana,  June  19,  1863. 


CHICAGO  AND  GREAT  EASTERN  RAILWAY 

COMPANY  (Second).3 

ARTICLES  OF  CONSOLIDATION 

Between  the  Chicago  and  Great  Eastern  Railway  Company  and 
the  Galena  and  Illinois  River  Railroad  Company  under  the 
Name  of  the  Chicago  and  Great  Eastern  Railway  Company 
(Second). 

Articles  of  consolidation,  made,  agreed  upon  and  concluded  this 
thirteenth  day  of  October,  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  sixty-three,  between  the  Chicago  and  Great  Eastern  Rail- 


1  See  page  66. 


2  See  page  67. 


CORPORATE  HISTORY. 


601 


way  Company,  a  corporation  duly  organized  and  existing  tinder  the  laws 
of  the  state  of  Indiana,  and  the  Galena  and  Illinois  River  Railroad  Com¬ 
pany,  a  corporation  duly  incorporated  and  constituted  as  such  by  virtue 
of  the  laws  of  the  state  of  Illinois. 

Whereas,  The  said  corporations  have  a  common  terminus  on  the  line 
dividing  the  said  states  of  Illinois  and  Indiana,  which  by  the  boards  of 
directors  of  the  respective  companies,  and  by  and  under  the  charters  of 
the  respective  companies  has  been  located  and  fixed  at  a  point  on  said 
line  at  or  near  the  northeast  corner  of  that  parcel  of  land  situated  in 
the  state  of  Illinois,  as  described  as  section  twenty,  in  township  thirty- 
five,  north  of  range  fifteen,  east  of  the  third  principal  meridian,  said 
point,  considered  with  reference  to  the  survey  of  lands  in  Illinois,  being 
in  township  thirty-five  north  and  east  of  range  number  thirteen. 

And  whereas,  The  roads  of  said  companies  as  now  located  form  a  con¬ 
tinuous  line  from  the  city  of  Logansport,  in  the  state  of  Indiana,  through 
said  point  on  the  said  state  line  to  Chicago,  in  the  state  of  Illinois,  and 
thence  to  the  western  terminus  of  the  Galena  and  Illinois  River  Railroad 
at  Galena,  in  said  state  of  Illinois,  and  are  therefore  under  their  respective 
charters  and  the  laws  of  the  said  states  of  Illinois  and  Indiana  authorized 
to  consolidate  their  stock  and  property  with  each  other. 

And  whereas,  By  a  resolution  of  the  board  of  directors  of  the  Galena 
and  Illinois  River  Railroad  Company,  adopted  at  a  meeting  of  the  board, 
held  on  the  27th  day  of  October  instant,  and  by  a  like  resolution  of  the 
board  of  directors  of  the  Chicago  and  Great  Eastern  Railway  Company, 
adopted  on  the  29th  day  of  October  instant,  the  terms  and  provisions 
embraced  in  this  contract  were  submitted  and  recommended  to  the  stock¬ 
holders  of  their  respective  companies,  as  terms  suitable  and  proper 
upon  which  to  consolidate  the  stock  and  property  of  the  said  two  com¬ 
panies  with  each  other,  which  terms  and  provisions  have  been  adopted 
by  the  unanimous  consent  and  vote  of  the  stockholders  of  the  respective 
companies  at  meetings  thereof,  duly  called  and  held,  and  at  which  the 
entire  stock  of  said  respective  companies  was  represented  by  the  owners 
and  holders  thereof  in  person. 

And  whereas,  By  resolutions  of  the  board  of  directors  of  the  respective 
companies,  and  by  the  vote  of  the  stockholders  of  said  companies 
respectively,  the  presidents  and  secretaries  of  the  said  respective  com¬ 
panies  have  been  authorized  and  directed  in  behalf  of  and  under  the 
seals  of  their  respective  companies,  to  cause  to  be  prepared  and  to  exe¬ 
cute  articles  of  consolidation  upon  the  terms  herein  contained. 

Now,  therefore,  it  is  hereby  mutually  agreed: 

First.  That  from  and  after  the  date  hereof  the  stock  and  property 
of  the  said  “  Galena  and  Illinois  River  Railroad  Company  ”  be  and  the 
same  is  hereby  consolidated  with  the  stock  and  property  of  the  said 
“  Chicago  and  Great  Eastern  Railway  Company/’  and  that  henceforth 
the  said  companies  shall  constitute  but  one  corporation  in  the  law. 

Second.  It  is  mutually  agreed,  that  the  name  of  the  consolidated 
company  shall  be  the  “  Chicago  and  Great  Eastern  Railway  Company,” 
by  which  name  it  shall  act  and  be  described  and  known,  and  shall  be 
clothed  with  all  the  franchises,  powers  and  privileges  conferred  upon  it 


6o 2  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

by  the  original  charters  of  said  consolidating  companies  by  the  acts  of 
the  legislatures  of  the  said  •  states  of  Illinois  and  Indiana  authorizing 
consolidations  in  this  and  like  cases,  and  by  other  laws  of  the  states  of 
Illinois  and  Indiana  relating  to  or  affecting  it. 

Third.  It  is  further  mutually  agreed  that  the  stock  in  the  respective 
companies  shall  be  deemed  and  taken  to  be  of  equal  value,  and  for  every 
share  in  the  Chicago  and  Great  Eastern  Railway  Company  the  said 
consolidated  company  shall  issue  to  the  holder  thereof  one  share  in  the 
new  or  consolidated  company,  and  for  every  share  in  the  Galena  and 
Illinois  River  Railroad  Company  the  consolidated  company  shall  in 
like  manner  issue  to  the  holder  thereof  one  share  of  stock  in  the  new 
company. 

Fourth.  As  a  consequence  of  said  consolidation,  it  is  hereby  mutually 
understood  and  agreed,  that  the  consolidated  company,  or  the  new 

Chicago  and  Great  Easteri  Railway  Company,”  becomes  liable  for 
and  assumes  all  the  contracts  and  liabilities,  and  is  to  fulfill,  perfect  and 
discharge  all  the  duties  and  obligations  of  each  of  the  consolidated 
companies. 

In  witness  whereof,  the  parties  hereto  have  caused  these  presents  to 
be  subscribed  by  their  respective  presidents  and  secretaries,  and  their 
respective  seals  to  be  hereto  affixed,  the  day  and  year  first  above  written. 

WILLIAM  D.  JUDSON, 

President  of  the  Chicago  and  Great  Eastern  Railway  Co. 

L.  H.  WALKLEY, 

Secretary  of  the  Chicago  and  Great  Eastern  Railway  Co. 

JOSEPH  E.  YOUNG, 

President  of  the  Galena  and  Illinois  River  Railroad  Co. 

WILLIAM  F.  WHITEHOUSE, 

Secretary  of  the  Galena  and  Illinois  River  Railroad  Co. 

The  consolidation  of  the  property  and  stock  of  the  two  contracting 
parties  named  in  the  foregoing  articles  of  consolidation,  in  the  manner 
and  upon  the  terms  therein  contained,  has  been  made  and  concluded 
with  our  consent  and  by  our  directions,  and  we  hereby  fully  approve  of 
and  adopt  the  action  of  the  boards  of  directors  and  of  the  presidents  and 
secretaries  of  the  consolidating  companies  in  executing  said  articles  and 
in  completing  such  consolidation. 

In  witness  whereof,  we,  the  stockholders  in  the  said  respective  com¬ 
panies,  have  hereunto  set  our  hands  and  seals  this  thirtieth  day  of  Oc¬ 
tober,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and  sixty-three. 

Signed  by  eight  stockholders  in  the  Galena  and  Illinois  Railroad  Com¬ 
pany  holding  530  shares. 

Signed  by  eleven  stockholders  in  the  Chicago  and  Great  Eastern  Rail¬ 
way  Company  holding  955  shares,  the  entire  stock. 

Filed  in  the  office  of  the  secretary  of  state  of  Illinois,  November  2, 
1863;  Indiana,  October  30,  1863. 


CORPORATE  HISTORY. 


603 


An  Act  to  Amend  the  Charter  of  the  Chicago  and  Great  Eastern 

Railway  Company. 

Approved  February  16,  1865. 

Whereas,  The  Chicago  and  Great  Eastern  Railway  Company  hereto¬ 
fore  became  a  body  politic  and  corporate  under  and  by  virtue  of  the 
laws  of  the  states  of  Illinois  and  Indiana  by  the  consolidation  of  the 
Galena  and  Illinois  River  Railroad  Company,  of  this  state,  with  the 
Chicago  and  Great  Eastern  Railway  Company,  of  Indiana,  under  articles 
of  consolidation  duly  executed  by  said  consolidating  companies  of  the  date 
of  October  30th,  A.  D.  1863,  and  filed  with  the  secretary  of  state  as  re¬ 
quired  by  law. 

And  whereas,  Said  Chicago  and  Great  Eastern  Railway  Company, 
under  the  powers,  privileges  and  franchises  granted  to  it  through  the 
charter  of  the  Galena  and  Illinois  River  Railroad  Company,  can  have 
but  five  directors,  and  it  is  desirable  to  have  a  greater  number  in  the 
management  of  its  affairs;  therefore, 

Sec.  1.  Be  it  enacted  by  the  people  of  the  state  of  Illinois,  represented 
in  General  Assembly,  That  the  Chicago  and  Great  Eastern  Railway 
Company  shall  have  power  and  be  authorized  by  a  vote  of  its  stock¬ 
holders  at  any  annual  or  special  meeting  at  which  a  majority  of  its 
stock  shall  be  represented  to  increase  its  directors  to  any  number,  not 
exceeding  thirteen,  and  at  such  meeting,  or  at  the  next  annual  meeting 
of  said  stockholders,  there  shall  be  elected  so  many  directors  as  may 
be  required  to  make  up  the  whole  number  of  directors  agreed  upon  to 
constitute  the  board  of  directors  of  said  Chicago  and  Great  Eastern 
Railway  Company. 

Sec.  2.  It  shall  be  lawful  for  the  meetings  of  stockholders,  directors 
or  officers  of  said  Chicago  and  Great  Eastern  Railway  Company  to  be 
held  within  or  without  this  state  at  such  times  and  places  as  the  by-laws 
of  said  company  or  board  of  directors  may  from  time  to  time  appoint; 
and  the  board  of  directors  of  said  Chicago  and  Great  Eastern  Railway 
Company  shall  have  power  to  fill  vacancies  in  its  own  body  occasioned 
by  death,  resignation  or  otherwise. 

Sec.  3.  That  the  rate  of  speed  at  which  the  trains  and  locomotives  of 
the  Chicago  and  Great  Eastern  Railway  Company  may  be  run  within  the 
limits  of  the  city  of  Chicago  shall  be  under  the  control  of  the  common 
council,  or  other  proper  authorities  of  said  city;  provided,  however,  that 
such  control  of  said  common  council  or  other  authorities  of  said  city  of 
Chicago  shall  not  extend  west  of  the  east  line  of  the  township  of  Cicero, 
in  the  county  of  Cook,  nor  be  exercised  west  of  the  limits  of  said  city, 
or  within  the  said  township  of  Cicero  as  now  organized  and  existing 
in  the  said  county  of  Cook. 

Sec.  4.  The  road  hereby  authorized  to  be  constructed  shall  be  sub¬ 
ject  to  all  general  laws  that  may  hereafter  be  passed  by  the  General 
Assembly  of  this  state  regulating  the  rates  of  tariff  on  freight  and  pas¬ 
sengers  of  railroad  companies. 

Sec.  5.  This  shall  be  deemed  a  public  act  and  shall  take  effect  and 
be  in  force  from  and  after  its  passage. 


604  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO 

FIRST  MORTGAGE. 

Chicago  and  Great  Eastern  Railway  Company  (Second)  to  Fred¬ 
erick  SCHUCHARDT  AND  HENRY  MORGAN,  TRUSTEES. 

Dated  November  10,  1863. 

Securing  $2,000,000  bonds  of  $1000  each,  dated  November  10,  1863,  pay¬ 
able  October  1,  1893,  bearing  7  per  cent,  interest. 

Tins  indenture,  made  this  tenth  day  of  November,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  sixty-three,  between  the  Chicago 
and  Great  Eastern  Railway  Company,  a  corporation  duly  incorporated, 
organized  and  constituted  as  such  under  and  by  virtue  of  the  laws  of  the 
states  of  Illinois  and  Indiana,  of  the  first  part,  and  Frederick  Schu- 
chardt  and  Henry  Morgan,  of  the  city  and  state  of  New  York,  of  the 
second  part. 

Whereas,  The  said  Chicago  and  Great  Eastern  Railway  Company, 
under  and  in  pursuance  of  the  provisions  of  the  statutes  of  the  states 
of  Illinois  and  Indiana  incorporating  it,  and  of  other  statutes  affecting, 
it,  has  commenced  to  construct  and  put  in  operation  a  railroad  from 
Chicago,  in  the  state  of  Illinois,  to  Logansport,  in  the  state  of  Indiana, 
a  distance  of  about  one  hundred  and  ten  miles,  and  is  now  engaged  in 
constructing  that  portion  of  its  said  railroad  lying  between  Chicago 
aforesaid  and  a  point  on  the  Chicago  and  Cincinnati  Railroad,  at  or 
near  LaCrosse,  in  the  county  of  Laporte  and  state  of  Indiana,  a  dis¬ 
tance  of  about  sixty-two  miles,  and  is  to  proceed  as  soon  as  may  be  to 
the  completion  of  its  said  road  to  Logansport  by  the  construction  of 
the  same  or  by  the  purchase  of  and  consolidation  with  some  railroad, 
now  existing  and  in  operation  between  said  point  at  or  near  LaCrosse 
and  Logansport  aforesaid,  and  for  the  purposes  aforesaid  needs  and 
has  resolved  to  purchase  and  transport  iron  rails,  chairs,  spikes  and 
other  iron  and  materials  necessary  therefor,  and  engines,  cars,  and  other 
rolling  stock  to  be  used  thereon,  and  to  borrow  a  portion  of  the  money 
necessary  to  make  such  purchases,  and  to  pay  for  such  transportation, 
and  the  construction,  completion  and  equipment  of  said  road  to  an. 
amount  not  exceeding  two  millions  of  dollars;  and  in  order  to  secure' 
tne  payment  thereof,  or  the  repayment  thereof,  to  execute  its  bonds  to 
the  persons  or  parties  lending  such  money,  furnishing  such  rails,  iron, 
materials  or  equipment  or  constructing  and  completing  said  road,  each 
of  which  said  bonds  is  one  of  a  series  of  bonds  of  the  Chicago  and  Great 
Eastern  Railway  Company,  numbered  from  one  (1)  to  two  thousand 
(2000),  both  inclusive,  for  one  thousand  dollars  each,  and  bearing  even 
date  herewith,  payable  to  Frederick  Schuchardt  and  Henry  Morgan  or 
bearer,  in  the  city  of  New  York,  on  the  first  day  of  October,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  ninety-three,  with  interest 
thereon  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi-annually 
on  the  first  days  of  April  and  October,  ensuing  the  date  thereof,  all 
which  said  bonds  are  upon  an  equality  so  far  as  regards  security  for 
the  payment  by  these  presents,  notwithstanding  the  same  be  issued  at 
different  times,  each  of  said  bonds  being  authenticated  by  a  certificate 


CORPORATE  HISTORY. 


605 


thereon,  signed  by  the  parties  of  the  second  part  hereto,  or  by  the 
survivors  of  them  or  by  their  successors  in  the  trust  hereby  created. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  Chicago  and 
Great  Eastern  Railway  Company,  in  order  to  secure  the  payment  of 
the  said  bonds  and  interest  thereon,  and  in  consideration  of  the  sum 
of  one  dollar  to  it,  at  the  ensealing  and  delivery  of  these  presents,  in 
hand  paid  by  the  said  parties  of  the  second  part,  the  receipt  whereof  is 
hereby  acknowledged,  has  granted,  bargained,  sold,  transferred  and 
conveyed,  and  by  these  presents  does  grant,  bargain,  sell,  transfer  and 
convey  to  the  said  parties  of  the  second  part,  and  to  the  survivor  of 
them,  and  to  their  successors  in  the  trust  hereby  created  and  assigns, 
all  the  following  present  and  in  future  to  be  acquired  property  of  the 
said  Chicago  and  Great  Eastern  Railway  Company,  that  is  to  say:  its 
said  railroad  from  the  city  of  Chicago,  in  the  state  of  Illinois,  to  the  city 
of  Logansport,  in  the  state  of  Indiana,  made  or  to  be  made,  including 
the  right  of  way  and  land  occupied  thereby,  together  with  the  super¬ 
structure  and  tracks  thereon,  or  to  be  put  thereon,  and  all  the  rails  and 
other  materials  used  thereon,  or  procured  therefor,  including  all  the 
iron  rails,  and  other  material  and  property  purchased  or  to  be  purchased, 
or  paid  for  with  the  above  described  bonds,  or  the  moneys  obtained 
therefor,  depot  grounds  and  the  buildings  thereon,  or  to  be  constructed 
thereon;  cattle  yards,  gravel  pits,  and  other  lands,  with  the  improve¬ 
ments  thereon,  or  to  be  put  thereon;  bridges,  viaducts,  culverts,  fences, 
switches,  turn-tables,  warehouses,  water  stations,  and  all  other  struc¬ 
tures,  engines,  tenders,  cars,  tools,  materials,  machinery,  furniture,  and 
all  other  property,  real  or  personal,  pertaining  to  said  road  or  the  using 
thereof,  now  owned  or  hereafter  to  be  acquired  and  owned  by  said  rail¬ 
way  company,  all  which  things  are  hereby  declared  to  be  appurtenances 
and  fixtures  of  said  railroad,  together  with  all  the  tolls,  rents  and  income 
to  be  had,  levied  or  derived  therefrom;  all  franchises,  rights  and  privi¬ 
leges  now  owned,  exercised  or  held,  or  which  may  be  hereafter  owned, 
exercised  or  held  by  said  railway  company  of,  in,  to  or  concerning  the 
same;  and  also  all  contracts,  bonds  and  mortgages,  securities,  evidences 
of  debt,  stock  in  other  companies,  and  all  other  valuable  things  received, 
or  hereafter  to  be  received,  by  said  railway  company  on  payment  of  its 
stock  subscribed,  or  to  be  subscribed  for  in  said  road;  but  nothing 
herein  contained  shall  be  construed  to  prevent  the  said  railway  com¬ 
pany  from  hypothecating  or  otherwise  disposing  of  any  surplus  lands 
of  the  company  not  necessary  to  be  retained  for  its  said  roadway,  depot 
grounds  or  stations,  nor  required  for  the  construction  or  convenient 
use  of  its  road,  nor  from  collecting  moneys  due  said  company  on  stock 
subscriptions  or  otherwise;  provided,  it  shall  diligently  proceed  to  collect 
and  faithfully  apply  all  such  moneys  to  the  construction  and  equipment 
of  its  railroad;  and  provided  also,  that  no  default  shall  have  been  made 
in  the  payment  of  the  interest  or  principal  of  any  of  the  above  described 
bonds.  To  have  and  to  hold  the  said  premises  with  every  part  thereof, 
with  the  appurtenances,  unto  the  said  parties  of  the  second  part,  and 
the  survivor  of  them,  and  to  their  successors  in  said  trust  and  assigns, 
subject  to  the  possession,  control  and  management  of  the  party  of  the 


606  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


first  part,  its  successors  and  assigns,  so  long  as  it  or  they  shall  well  and 
truly  perform  the  stipulations  of  said  bonds  and  the  covenants  of  this 
indenture,  upon  the  following  trusts,  that  is  to  say:  that  if  the  said 
Chicago  and  Great  Eastern  Railway  Company,  its  successors  or  assigns 
shall  fail  to  pay  the  principal  or  any  part  thereof,  or  any  of  the  interest, 
on  any  of  the  said  bonds  at  any  time  when  the  same  shall  become  due 
and  payable,  according  to  the  tenor  thereof  when  demanded,  then,  after 
sixty  days  from  such  default,  upon  the  request  of  the  holder  of  such 
bond,  the  said  parties  of  the  second  part,  or  the  survivor  of  them,  or  their 
successors  in  said  trust  or  assigns,  may  enter  and  take  possession  of  all 
or  any  part  of  said  premises,  and  as  the  attorneys  in  fact  or  agents  .of 
said  Chicago  and  Great  Eastern  Railway  Company,  by  themselves  or 
himself,  or  by  his  or  their  agents  or  substitutes,  duly  constituted,  have, 
use  and  employ  the  same,  making  from  time  to  time  all  needed  repairs, 
alterations  and  additions  thereto,  and  after  deducting  the  expenses  of 
such  use,  repairs,  alterations  and  additions,  apply  the  proceeds  thereof 
to  the  payment  of  the  principal  and  interest  of  all  said  bonds  remaining 
unpaid,  or  the  said  parties  of  the  second  part,  the  survivor  of  them,  his 
or  their  successors  in  said  trust  and  assigns,  at  his  or  their  discretion, 
may,  or  on  the  written  request  of  the  holders  of  at  least  a  majority  of 
the  said  bonds  then  unpaid,  shall  cause  the  said  premises,  or  so  much 
thereof  as  shall  be  necessary  to  pay  the  principal  and  interest  of  all  such 
bonds  as  may  then  be  unpaid,  to  be  sold  at  public  auction  in  the  city 
of  New  York,  or  in  the  city  of  Chicago,  in  the  state  of  Illinois,  giving 
at  least  sixty  days'  notice  of  the  time  and  place  and  terms  of  such  sale, 
and  of  the  specific  property  to  be  sold,  by  publishing  the  same  in  one 
newspaper  in  good  circulation  in  each  of  said  cities  of  New  York  and 
Chicago,  and  also  in  one  newspaper  of  good  circulation  published  in 
the  city  of  Logansport,  in  the  state  of  Indiana,  and  upon  such  sale 
shall  execute  to  the  purchaser  or  purchasers  thereof  a  good  and  sufficient 
deed  of  conveyance  in  fee  simple  for  the  same,  which  shall  be  a  bar 
against  the  said  Chicago  and  Great  Eastern  Railway  Company,  its 
successors  and  assigns,  and  all  persons  claiming  under  it  or  them  of  all 
right,  title,  interest  or  claim  in  and  to  said  premises,  or  any  part  thereof, 
and  the  said  parties  of  the  second  part,  the  survivor  of  them,  and  his 
and  their  successors  in  said  trust  or  assigns  shall,  after  deducting  from 
the  proceeds  of  said  sale  the  costs  and  expenses  thereof  and  of  managing 
such  property,  apply  so  much  of  the  proceeds  as  may  be  necessary  to 
the  payment  of  said  principal  and  interest  due  and  unpaid  on  said  bonds, 
and  shall  restore  the  residue  thereof,  if  any  there  should  be,  to  the  said 
Chicago  and  Great  Eastern  Railway  Company,  its  successors  or  assigns. 

It  being  hereby  expressly  understood  and ‘agreed  that  in  no  case  shall 
any  claim  or  advantage  be  taken  of  any  valuation,  appraisement  or  ex¬ 
tension  laws  by  the  said  railway  company,  its  successors  or  assigns,  nor 
any  injunction  or  stay  of  proceedings,  or  any  process  be  applied  for  or 
obtained  or  had  by  it,  or  them,  or  any  of  them,  to  prevent  such  entry 
or  sale  as  is  hereinbefore  provided  for. 

And  the  said  Chicago  and  Great  Eastern  Railway  Company  hereby 
covenants  and  agrees,  for  the  consideration  aforesaid,  to  execute  and 


CORPORATE  HISTORY. 


607 


deliver  any  further  reasonable  and  necessary  conveyance  of  said  premises 
and  property,  or  any  part  thereof,  to  the  parties  of  the  second  part,  or 
to  their  survivor,  successors  in  said  trust  or  assigns,  for  the  more  effectual 
vesting  the  premises  and  property  hereby  granted  or  intended  to  be  in 
said  parties  of  the  second  part  and  the  survivor  of  them,  and  his  or  their 
successors  in  said  trust  and  assigns;  and  for  the  more  fully  carrying 
into  effect  the  object  hereof,  particularly  for  the  conveyance  of  any 
property  subsequently  to  the  date  hereof  acquired  by  the  party  of  the 
first  part,  or  its  successors,  and  comprehended  in  the  description  of 
the  premises  and  property  contained  herein,  that  by  the  said  parties  of 
the  second  part,  their  survivor,  successors  or  assigns,  or  their  counsel 
learned  in  the  law,  shall  reasonably  advise  or  require. 

And  it  is  expressly  understood  and  agreed  that  of  the  bonds  issued 
under  and  secured  by  this  indenture,  eleven  hundred  of  the  same,  num¬ 
bered  from  one  to  eleven  hundred,  both  inclusive,  and  the  moneys  re¬ 
ceived  therefor  shall  be  applied  solely  and  only  to  the  construction  and 
equipment  of  that  part  of  said  road,  which  is  between  Chicago  and  said 
point  on  the  Chicago  and  Cincinnati  Railroad,  at  or  near  LaCrosse 
aforesaid,  and  that  the  remaining  nine  hundred  of  said  bonds,  secured 
by  these  presents,  shall  not  be  executed  by  said  party  of  the  first  part 
nor  countersigned  by  said  trustees,  the  survivor  of  them  or  their  suc¬ 
cessors  in  said  trust,  nor  be  sold  by  said  railway  company,  until  the 
same  or  the  proceeds  thereof  shall  be  required  by  the  said  party  of  the 
first  part,  either  for  the  construction  and  equipment  of  that  part  of  its 
said  road,  extending  from  said  point  at  or  near  LaCrosse  aforesaid  to 
Logansport,  or  for  the  purchase  and  equipment  of  and  consolidation 
with  some  railroad  now  existing  and  in  operation  between  those  points, 
and  that  all  the  said  last  mentioned  bonds,  being  those  numbered  from 
eleven  hundred  and  one  to  two  thousand,  both  inclusive,  and  the  moneys 
received  upon  the  sale  of  the  same  and  the  whole  thereof,  shall  be 
applied  as  the  party  of  the  first  part  or  its  successor  may  elect,  either  to 
the  purchase  and  equipment  of  some  existing  railroad  between  said 
point  at  or  near  LaCrosse  aforesaid  and  Logansport,  or  to  the  con¬ 
struction  and  equipment  of  that  part  of  line  of  road  of  said  party  of 
the  first  part  which  extends  from  said  point  at  or  near  LaCrosse  aforesaid 
to  Logansport,  and  that  they  shall  not,  nor  shall  any  portion  thereof  be 
otherwise  applied  or  appropriated.  It  is  further  understood  and  agreed 
that  in  case  the  said  party  of  the  first  part  or  its  successors  shall  elect 
to  purchase  and  consolidate  with  some  existing  railroad  extending  from 
said  point  at  or  near  LaCrosse  aforesaid  to  Logansport,  instead  of  con¬ 
structing  that  part  of  its  own  road  which  lies  between  those  points,  then 
and  in  that  case  the  railroad  so  purchased,  with  its  appurtenances,  roll¬ 
ing  stock  and  all  other  property  connected  or  obtained  therewith  shall 
be  and  shall  be  deemed  and  taken  to  be  embraced  in  and  covered  by  this 
indenture,  and  conveyed  hereby  to  the  said  parties  of  the  second  part, 
the  survivor  of  them,  their  successors  in  said  trust  and  assigns  for  the 
security  of  the  payment  of  said  bonds  issued  under  this  indenture  as 
fully  to  all  intents  and  purposes  as  though  the  same  were  now  herein 
fully  and  particularly  described,  and  the  said  party  of  the  first  part 


608  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


agrees  to  execute  and  deliver  all  such  additional  conveyance,  or  further 
assurance  as  counsel  learned  in  the  law  may  reasonably  advise,  for  the 
more  effectually  vesting  the  title  thereto  and  property  therein  in  the  said 
party  of  the  second  part,  the  survivor  of  them  and  their  successors  in 
said  trust  and  assigns. 

And  the  said  railway  company  covenants  as  aforesaid,  that  the  money 
borrowed  for  the  purposes  aforesaid  upon  the  security  of  the  said  bonds, 
shall  be  faithfully  and  with  due  diligence  applied  in  the  manner  and  for 
the  purposes  aforesaid.  And  it  is  hereby  mutually  agreed,  and  these 
presents  are  upon  this  express  condition,  that  on  payment  of  principal 
and  interest  of  all  said  bonds,  the  estate  hereby  granted  to  said  second 
parties,  their  survivor,  successors  in  said  trust  or  assigns  shall  be  void, 
and  the  right  and  title  of  and  to  the  premises  hereby  conveyed  shall 
revert  to  and  revest  in  the  said  party  of  the  first  part,  its  successors  or 
assigns,  without  any  acknowledgment  of  satisfaction,  reconveyance  or 
any  other  act  whatever. 

And  it  is  also  mutually  agreed  that  the  said  parties  of  the  second  part, 
their  survivor,  successors  in  said  trust  and  assigns  shall  only  be  respon¬ 
sible  for  reasonable  diligence  in  the  management  hereof,  and  shall  not 
be  responsible  for  the  acts  of  each  other,  to  which  they  do  not  severally 
assent,  nor  shall  they  be  responsible  for  the  acts  of  any  agent  employed 
by  them,  when  such  agent  has  been  selected  with  reasonable  discretion, 
and  that  said  parties  of  the  second  part,  their  survivor,  successors  in 
said  trust  and  assigns  shall  be  entitled  to  receive  reasonable  compensa¬ 
tion  for  every  labor  or  service  performed  by  them  in  the  discharge  of 
this  trust,  in  case  they  shall  be  compelled  to  take  possession  of  said 
premises  or  any  part  thereof,  or  to  manage  the  same. 

And  it  is  also  further  mutually  agreed,  that  in  case  of  the  death, 
resignation,  mental  or  other  incapacity  of  either  of  the  said  trustees  or 
their  successors  to  act  in  the  matter  of  said  trusts,  all  his  right,  title, 
estate,  interest  and  power  in  said  control  over  the  said  premises  and 
property  shall  be  divested,  cease  and  determine,  and  the  said  railway 
company,  and  the  surviving  or  remaining  trustee  may  mutually  agree 
upon  a  new  trustee  and  supply  the  vacancy  thus  occasioned,  or  failing 
so  .to  do,  the  said  railway  company  shall,  or  in  case  of  its  default  to 
take  proceedings  therefor  for  ninety  days,  the  holders  of  a  majority  of 
said  bonds  at  that  time  outstanding  and  unpaid,  may  apply  to  any  court 
of  record  of  either  of  said  states  of  Illinois  or  Indiana  having  jurisdiction 
in  the  premises,  to  appoint  a  new  trustee,  being  a  resident  of  the  city 
of  New  York,  to  fill  such  vacancy,  and  thereupon  such  new  trustee 
shall  become  vested,  for  the  purposes  aforesaid,  with  all  the  rights  and 
interests  requisite  to  enable  the  trustee  thus  designated  and  appointed 
to  execute  with  the  other  the  purposes  of  this  trust  without  any  further 
assurance  or  conveyance  of  the  same,  but  if  the  same  shall  be  necessary, 
either  or  both  the  parties  hereto  shall  execute  and  deliver  any  and  all 
necessary  releases  and  conveyances  for  that  purpose. 

It  being  further  expressly  understood  and  agreed  that  the  surviving 
trustee  shall  be  fully  authorized  and  empowered  to  execute  all  the  pur¬ 
poses  of  this  trust,  during  the  continuance  of  such  vacancy,  and  until 
the  same  shall  be  filled  as  above  provided. 


CORPORATE  HISTORY. 


609 


In  witness  whereof,  the  said  Chicago  and  Great  Eastern  Railway 
Company  has  caused  these  presents  to  be  signed  by  its  president  and 
secretary,  and  its  corporate  seal  to  be  hereto  affixed,  the  day  and  year 
first  above  written,  and  the  said  parties  of  the  second  part  have  here¬ 
unto  respectively  set  their  hands  and  affixed  their  seals  the  day  and  year 
first  aforesaid. 

WILLIAM  D.  JUDSON, 

President  of  the  Chicago  and  Great  Eastern  Railway  Co. 

L.  H.  WALKLEY, 

Secretary  of  the  Chicago  and  Great  Eastern  Railway  Co. 

FREDK.  SCHUCHARDT,  [seal] 

HENRY  MORGAN.  [seal] 

Signed,  sealed  and  delivered  in  presence  of  % 

JOHN  BASSETT,  Jr., 

MOSES  B.  MACLAY. 

Duly  acknowledged  before  Moses  B.  Maclay,  notary  public  and  Indiana 
commissioner  in  the  city  of  New  York,  by  W.  D.  Judson,  Frederick 
Schuchardt  and  Henry  Morgan,  November  19,  1863,  and  by  L.  H.  Walk- 
ley  before  Homer  T.  Yaryan,  notary  public,  Wayne  county,  Indiana, 
November  27,  1863. 

$1001  revenue  stamps  attached. 

Recorded,  Lake  county,  Indiana,  December  3,  1863,  page  309,  Record 
of  Mortgages  No.  2. 


FOUM  OF  INCOME  BOND. 

No.  -  United  States  of  America.  $ - 

Illinois  and  Indiana. 

Chicago  and  Great  Eastern  Railway  Company. 

Income  Bond. 

Entitled  to  seveh  per  cent,  out  of  the  net  profits  of  the  company,  for  each 
year  before  the  payment  of  dividends  to  stockholders. 

Know  all  men  by  these  presents,  That  the  Chicago  and  Great  Eastern 
Railway  Company  acknowledges  itself  indebted  and  promises  to  pay  to 

or  bearer,  dollars,  for  value 

received,  on  the  first  day  of  July,  A.  D.  1883,  at  such  banking  house  or 
other  agency  in  the  city  of  New  York  as  may  be  designated  by  the  com¬ 
pany;  due  notice  of  which  shall  be  given  by  publication  in  some  daily 
newspaper  published  in  said  city. 

The  said  Chicago  and  Great  Eastern  Railway  Company  further  obli¬ 
gates  itself,  that  during  each  and  every  year  after  the  date  hereof,  until 
July  1,  1883,  after  the  payment  of  the  current  operating  expenses  and 
repairs  of  its  railroad  and  the  annual  interest  on  its  mortgage  bonds, 
and  before  the  payment  of  any  dividends  to  stockholders,  out  of  the  net 
profits  of  said  year  it  will  set  apart  and  pay  the  holder  of  this  bond  seven 
per  cent,  on  the  amount  thereof.  Provided,  however,  that  the  company 


39 


6 10  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

does  not  guarantee  the  annual  payment  of  said  seven  per  cent,  and  shall 
not  be  liable  for  its  payment  except  out  of  its  net  annual  profits,  before 
the  payment  of  dividends  to  stockholders. 

This  bond  is  one  of  a  series  of  bonds  of  like  tenor  and  date,  but  of 
different  denominations,  which  the  company  is  authorized  to  issue, 
amounting  in  the  aggregate  to  a  sum  not  exceeding  three  hundred 
thousand-  dollars. 

In  testimony  whereof,  the  said  company  have  caused  the  foregoing  to 
be  attested  on  its  behalf  by  its  president  and  secretary,  and  its  common 
seal  to  be  affixed  hereto,  at  Crown  Point,  in  the  state  of  Indiana,  this 
first  day  of  July,  A.  D.  eighteen  hundred  and  sixty-three. 

- ,  President. 

- ,  Secretary. 


CHICAGO  AND  GREAT  EASTERN  RAILWAY 

COMPANY  (Third).1 

ARTICLES  OF  CONSOLIDATION 

Between  the  Chicago  and  Great  Eastern  Railway  Company  and 
the  Chicago  and  Cincinnati  Railroad  Company  under  the 
Name  of  the  Chicago  and  Great  Eastern  Railway  Company 
(No.  3). 

Articles  of  consolidation,  made,  agreed  upon  and  concluded  this 
twenty-fifth  day  of  January,  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  sixty-five,  between  the  “  Chicago  and  Great  Eastern  Rail¬ 
way  Company,”  a  corporation  duly  organized  and  existing  under  and  by 
virtue  of  the  laws  of  the  states  of  Indiana  and  Illinois,  and  the  “  Chicago 
and  Cincinnati  Railroad  Company,”  a  corporation  duly  organized  and 
existing  under  and  by  virtue  of  the  laws  of  the  state  of  Indiana. 

Whereas,  The  railroad  of  the  said  Chicago  and  Cincinnati  Railroad 
Company  is  now  built  and  constructed  from  the  city  of  Logansport,  in 
the  state  of  Indiana,  to  or  near  Valparaiso,  in  said  state,  and  the  railroad 
of  the  said  Chicago  and  Great  Eastern  Railway  Company  is  now  in 
progress  of  construction  from  the  city  of  Chicago,  in  the  state  of  Illinois, 
to  a  point  on  the  line  of  the  railroad  of  the  said  Chicago  and  Cincinnati 
Railroad  Company  near  LaCrosse,  in  the  state  of  Indiana;  and  the  said 
railroads  of  the  said  companies  intersect  at  the  said  point  on  the  line  of 
the  railroad  of  the  said  Chicago  and  Cincinnati  Railroad  Company. 

And  whereas,  The  charters  of  the  said  two  railroad  companies  author¬ 
ize  their  said  railroads  to  go  to  such  point  of  the  intersection,  and  the 
lines  of  the  said  Chicago  and  Great  Eastern  Railway  Company  connect 
with  the  lines  of  the  said  Chicago  and  Cincinnati  Railroad  Company,  and 
the  said  companies  are,  therefore,  under  and  by  virtue  of  the  laws  of  the 
states  of  Indiana  and  Illinois,  authorized  and  empowered  to  intersect, 
join  and  unite  their  railroads  respectively,  each  with  the  other,  at  the 


1  See  page  69. 


CORPORATE  HISTORY. 


6ll 


said  point  of  intersection,  and  to  merge  and  consolidate  the  property  and 
stock  of  the  respective  companies  with  each  other,  making  one  joint 
stock  company  of  the  two  railroads  thus  connected. 

And  whereas,  By  resolutions  of  the  board  of  directors  of  the  said 
Chicago  and  Great  Eastern  Railway  Company,  adopted  at  a  meeting 
of  said  board,  held  on  the  seventeenth  day  of  January  instant,  and  by 
like  resolutions  of  the  board  of  directors  of  the  said  Chicago  and  Cincin¬ 
nati  Railroad  Company,  adopted  at  a  meeting  of  said  board,  held  on 
the  sixteenth  day  of  January  instant,  the  president  and  secretary  of  each 
of  said  companies  were  authorized,  empowered  and  directed  to  execute, 
under  the  seals  of  said  companies  respectively,  an  agreement  to  intersect, 
join  and  unite  the  respective  railroads  of  said  companies,  and  to  merge 
and  consolidate  the  property  and  stock  of  the  respective  companies  with 
each  other,  upon  terms  substantially  as  hereinafter  contained  and  ex¬ 
pressed,  upon  the  approval  of  such  consolidation  and  such  terms  by  the 
stockholders  of  said  companies  respectively  at  their  next  annual  meetings. 

And  whereas,  The  stockholders  of  said  respective  companies  have,  by 
resolutions  adopted  at  their  said  respective  annual  meetings  by  the  vote 
of  a  majority  in  interest,  of  all  of  the  stockholders  of  each  of  said  com¬ 
panies  respectively  approved  of  such  consolidation  and  the  terms  thereof 
as  proposed  and  set  forth  in  the  said  resolutions  of  their  respective  boards 
of  directors,  and  herein  contained  and  expressed,  and  have  authorized 
and  directed  the  presidents  and  secretaries  of  said  companies  respectively 
to  execute  the  agreement  for  consolidation  in  and  by  said  resolutions  of 
their  respective  boards  of  directors  proposed  and  authorized  as  aforesaid. 

Now,  therefore,  it  is  hereby  mutually  agreed  by  and  between  the  said 
Chicago  and  Great  Eastern  Railway  Company  and  the  said  Chicago  and 
Cincinnati  Railroad  Company: 

First.  That  from  and  after  the  execution  of  these  presents  the  rail¬ 
roads  of  the  said  Chicago  and  Great  Eastern  Railway  Company  and  of  the 
said  Chicago  and  Cincinnati  Railroad  Company  shall  be  and  they  hereby 
are  joined  and  united,  and  the  property  and  stock  of  the  respective 
companies  shall  be  and  hereby  are  merged  and  consolidated;  and  they, 
the  said  Chicago  and  Great  Eastern  Railway  Company  and  the  said 
Chicago  and  Cincinnati  Railroad  Company  shall  and  hereby  do  hence¬ 
forth  make  and  constitute  one  joint  stock  company  of  their  said  railroads 
thus  connected. 

Second.  That  the  name  of  the  consolidated  joint  stock  company 
hereby  formed  shall  be  and  is  the  “  Chicago  and  Great  Eastern  Railway 
Company.” 

Third.  That  all  the  property,  rights  and  franchises  of  each  of  said 
companies,  the  parties  to  these  presents,  shall  be  and  hereby  are  trans¬ 
ferred  to  and  vested  in  the  said  consolidated  joint  stock  company. 

Fourth.  That  the  interest  and  property  of  the  stockholders  and  cor¬ 
porators  of  the  said  Chicago  and  Great  Eastern  Railway  Company,  party 
to  these  presents,  in  the  property  and  stock  of  the  consolidated  joint 
stock  company,  formed  by  these  presents,  shall  be  and  is  seventy-one 
hundred  and  fifteen  parts  thereof,  and  that  the  said  stockholders  and 
corporators  of  the  said  Chicago  and  Great  Eastern  Railway  Company 


612  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

shall  be  entitled  to  receive  and  to  have  issued  to  them  and  distributed 
among  them,  in  accordance  with  their  several  interests,  seventy-one  hun¬ 
dred  and  fifteen  parts  of  the  entire  stock  of  said  consolidated  joint  stock 
company. 

Fifth.  That  the  interest  and  property  of  the  stockholders  and  corpora¬ 
tors  of  the  said  Chicago  and  Cincinnati  Railroad  Company,  in  the  prop¬ 
erty  and  stock  of  the  consolidated  joint  stock  company,  formed  by  these 
presents,  shall  be  and  is  forty-five  one  hundred  and  fifteenth  parts  thereof 
and  that  the  said  stockholders  and  corporators  of  the  said  Chicago  and 
Cincinnati  Railroad  Company  shall  be  entitled  to  receive  and  to  have 
issued  to  them  and  distributed  among  them  in  accordance  with  their  sev¬ 
eral  interests,  forty-five  one  hundred  and  fifteenth  parts  of  the  entire 
stock  of  said  consolidated  joint  stock  company. 

In  witness  whereof,  the  parties  hereto  have  caused  these  presents  to 
be  subscribed  by  their  respective  presidents  and  secretaries,  and  their 
respective  seals  to  be  hereto  affixed,  the  day  and  year  first  above  written. 

Chicago  and  Cincinnati  Railroad  Company, 

By  JOHN  BRANDT,  Jr.,  President. 

E.  WALKER,  Secretary. 

Chicago  and  Great  Eastern  Railway  Company, 

By  W.  D.  JUDSON,  President. 

L.  H.  WALKLEY,  Secretary. 

The  intersection,  joining  and  uniting  of  the  railroads  of  the  contract¬ 
ing  parties,  named  in  the  foregoing  articles  or  agreement  of  consolida¬ 
tion,  and  the  merger  and  consolidation  of  the  property  and  stock  of  the 
respective  companies  with  each  other,  making  one  joint  stock  company 
of  the  two  railroads  thus  connected,  upon  the  terms  mutually  agreed 
upon  and  expressed  in  said  articles  or  agreement,  have  been  made  and 
concluded  with  our  consent  and  by  our  directions,  and  we  hereby  fully 
approve  of  and  adopt  the  action  of  the  boards  of  directors  and  of  the 
presidents  and  secretaries  of  the  consolidating  companies  in  executing 
the  said  articles  and  in  completing  such  consolidation. 

In  witness  whereof,  we,  the  stockholders  in  and  corporators  of  the 
said  respective  companies  have  hereunto  set  our  hands  and  seals  this 
twenty-fifth  day  of  January,  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  sixty-five. 

Signed  by  twelve  stockholders  of  the  Chicago  and  Cincinnati  Railroad 
Company,  owning  7830  shares. 

Signed  by  nine  stockholders  of  the  Chicago  and  Great  Eastern  Rail¬ 
way  Company,  owning  7054  shares. 

Duly  acknowledged  before  notary  public,  Cass  county,  Indiana,  Janu¬ 
ary  25,  1865. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana,  July  1,  1867; 
Illinois,  May  15,  1865. 


CORPORATE  HISTORY. 


613 


DEED. 

Chicago  and  Great  Eastern  Railway  Company  (Second)  and 
Chicago  and  Cincinnati  Railroad  Company  to  Chicago  and 
Great  Eastern  Railway  Company  (Third) 

Dated  January  25,  1865. 

Conveying  railroads,  properties,  franchises,  etc.,  of  the  Chicago  and  Great 
Eastern  Railway  Company  (Second)  and  the  Chicago  and 
Cincinnati  Railroad  Company. 

This  indenture,  made  the  25th  day  of  January,  in  the  year  one  thou¬ 
sand  eight  hundred  and  sixty-five,  between  the  Chicago  and  Great  East¬ 
ern  Railway  Company,  a  corporation  organized  and  existing  under  and 
by  virtue  of  the  laws  of  the  states  of  Indiana  and  Illinois,  party  of  the 
first  part,  the  Chicago  and  Cincinnati  Railroad  Company,  a  corporation 
organized  and  existing  under  and  by  virtue  of  the  laws  of  the  state  of 
Indiana,  party  of  the  second  part,  and  the  Chicago  and  Great  Eastern 
Railway  Company,  a  corporation  formed  under  and  in  accordance  with 
the  laws  of  the  states  of  Indiana  and  Illinois  (by  intersecting,  joining 
and  uniting  the  railroad  of  the  party  of  the  first  part  with  the  railroad 
of  the  party  of  the  second  part  and  merging  and  consolidating  the 
property  and  stock  of  said  respective  companies)  party  of  the  third  part. 

Whereas,  Said  parties  of  the  first  and  second  parts  hereto  have,  under 
and  in  accordance  with  the  laws  of  the  states  of  Indiana  and  Illinois, 
intersected,  joined  and  united  their  respective  railroads,  and  merged  and 
consolidated  their  property  and  stock  with  each  other,  making  one  joint 
stock  company,  which  joint  stock  company  so  made  is  the  party  of  the 
third  part  hereto,  upon  terms  which  have  been  mutually  agreed  upon 
by  said  parties  of  the  first  and  second  parts  and  are  expressed  in  a 
certain  consolidation  agreement  bearing  even  date  with  these  presents, 
and  executed  by  and  between  said  parties  of  the  first  and  second  parts, 
to  which  reference  is  hereby  had. 

Now,  therefore,  this  indenture  witnesseth,  That  said  party  of  the  first 
part,  in  consideration  of  the  premises  and  of  the  grant  hereinafter  con¬ 
tained  and  expressed,  by  and  on  the  part  of  said  party  of  the  second 
part,  and  in  order  more  fully  to  complete  and  carry  into  effect  such  con¬ 
solidation,  and  in  order  fully  and  completely  to  vest  the  property,  estate, 
rights,* interests  and  franchises  of  said  party  of  the  first  part  in  said  party 
of  the  third  part,  hath  granted,  bargained,  sold,  released  and  conveyed,  and 
by  these  presents  doth  grant,  bargain,  sell,  release  and  convey  to  said 
party  of  the  third  part,  its  successors  and  assigns  forever,  all  the  railroad, 
rolling  stock,  corporate  property,  estate,  real  and  personal,  rights,  in¬ 
terests  and  franchises,  whatsoever,  of  the  said  party  of  the  first  part,  to 
have  and  to  hold,  all  and  singular,  the  said  premises  unto  said  party  of 
the  third  part,  its  successors  and  assigns  forever. 

And  that  said  party  of  the  second  part,  in  consideration  of  the  premises 
and  of  the  grant  hereinbefore  contained  and  expressed  by  and  on  the 
part  of  said  party  of  the  first  part,  and  in  order  fully  and  completely  to 
carry  into  effect  such  consolidation  and  to  vest  the  property,  estate, 


614  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

rights,  interests  and  franchises  of  said  party  of  the  second  part  in  said 
party  of  the  third  part,  hath  granted,  bargained,  sold,  released  and  con¬ 
veyed,  and  by  these  presents  doth  grant,  bargain,  sell,  release  and  convey 
to  said  party  of  the  third  part,  its  successors  and  assigns  forever,  all  the 
xailroad,  rolling  stock,  corporate  property,  estate,  real  and  personal, 
rights,  interests  and  franchises,  whatsoever,  and  wheresoever  of  said  party 
of  the  second  part,  to  have  and  to  hold,  all  and  singular,  the  said  prem¬ 
ises  unto  said  party  of  the  third  part,  its  successors  and  assigns  forever. 

In  witness  whereof,  the  said  parties  of  the  first  and  second  parts  have 
caused  these  presents  to  be  subscribed  by  their  respective  presidents 
and  secretaries,  and  their  respective  corporate  seals  to  be  affixed  hereto, 
the  day  and  year  first  above  written. 

Chicago  and  Great  Eastern  Railway  Company, 

•  By  W.  D.  JUDSON,  President. 

L.  H.  WALKLEY,  Secretary. 

Chicago  and  Cincinnati  Railroad  Company, 

By  JOHN  BRANDT,  President. 

E.  WALKER,  Secretary. 

The  words  “  to  carry  into  effect  such  consolidation  and  ”  were  inter¬ 
lined  prior  to  the  execution  hereof. 

W.  F.  WHITEHOUSE. 

Acknowledged  before  Thurman  C.  Annabal,  notary  public,  Cass  county, 
Indiana,  January  25,  1865. 

Recorded,  Cook  county,  Illinois,  Nov.  8,  1889,  Book  2808,  page  121. 


CHICAGO  AND  CINCINNATI  RAILROAD  COMPANY.1 

ARTICLES  OF  ASSOCIATION. 

Section  1st.  We,  the  undersigned,  subscribers  to  the  stock  of  said 
railroad  company,  to  the  amount  of  one  hundred  thousand  dollars,  do 
associate  and  form  an  incorporated  company,  under  and  in  pursuance  of 
the  act  of  the  legislature  of  Indiana,  entitled  “  An  act  to  provide  for  the 
incorporation  of  railroad  companies,”  approved  May  nth,  A.  D.  1852, 
and  the  acts  amendatory  and  supplemental  thereto;  for  the  purpose  of 
constructing,  owning  and  maintaining  a  railroad,  from  a  point  on  the 
Cincinnati  and  Chicago  Railroad,  about  two  thousand  feet  south  of  the 
Wabash  river,  and  near  Logansport,  in  Cass  county,  Indiana,  to  a  point 
on  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad,  at  or  near  Val¬ 
paraiso,  in  Porter  county,  Indiana,  in  a  direction  towards  the  city  of 
Chicago,  Illinois;  and  do  adopt  these  presents  as  the  charter  of  said 
company. 

Sec.  2nd.  The  name  of  this  corporation  shall  be  the  Chicago  and 
Cincinnati  Railrdad  Company. 

Sec.  3rd.  The  capital  stock  of  said  corporation  shall  be  one  hundred 
thousand  dollars,  with  the  privilege  of  increasing  the  same  according  to 


1  See  page  69. 


CORPORATE  HISTORY. 


615 


the  provisions  of  said  act,  and  the  acts  amendatory  and  supplemental 
thereto;  said  stock  shall  consist  of  one  thousand  shares  of  one  hundred 

dollars  each. 

Sec.  4th.  There  shall  be  seven  directors  of  said  corporation,  and  said 
directors  shall  consist  of  the  following  named  persons  until  there  shall 
be  a  regular  election  of  directors  holden  by  the  stockholders,  viz.:  George 
Bradford  Ripley,  Jared  B.  Curtis,  J.  M.  Warren,  Oren  Sherman,  Na¬ 
thaniel  Currier,  John  Brandt,  Jr.,  and  Amos  Tenney.  Five  of  the  direc¬ 
tors  of  the  corporation  shall  form  a  quorum  for  the  transaction  of 
business. 

Sec.  5th.  The  place  from  which  said  proposed  road  is  to  b"e  con¬ 
structed  shall  be  a  point  on  the  Cincinnati  and  Chicago  Railroad  about 
two  thousand  feet  south  of  the  Wabash  river,  and  near  Logansport,  in 
Cass  county,  Indiana;  and  the  place  to  which  it  shall  be  constructed  shall 
be  a  point  on  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad,  at  or 
near  Valparaiso,  in  Porter  county,  Indiana;  the  length  of  said  road  is 
to  be  about  sixty  miles,  and  it  is  intended  to  pass  through  the  counties 
of  Cass,  Pulaski,  Starke,  La  Porte  and  Porter,  in  said  state  of  Indiana. 

Dated  September  12th,  1857. 

.  JARED  B.  CURTIS, 

JOHN  TENNEY, 

J.  M.  WARREN, 

GEO.  BRADFORD  RIPLEY, 
JOHN  BRANDT,  Jr., 

JOHN  W.  WRIGHT, 

W.  D.  JUDSON, 

NATHL.  CURRIER, 

ROBERT  TAYLOR, 

JOHN  GREEN, 

OREN  SHERMAN, 

THEODORE  LINCOLN,  Jr. 
AMOS  TENNEY, 

S.  W.  CHAPMAN, 

G.  W.  DAVIS, 

TRUMAN  WAY. 

We,  the  undersigned,  do  hereby  subscribe  the  number  of  shares  set 
opposite  our  respective  names,  to  the  stock  of  the  Chicago  and  Cincin¬ 
nati  Railroad  Company,  created  by  the  articles  of  association  hereto 
annexed,  and  of  even  date  herewith,  which  said  shares  are  each  of  the 
amount  of  one  hundred  dollars;  and  we  do,  each  for  himself  and  his 
legal  representatives,  promise  and  agree  to  pay  the  said  several  amounts 
subscribed  by  us  to  the  said  Chicago  and  Cincinnati  Railroad  Company, 
according  to  the  provisions  of  the  act  under  which  said  company  is 
formed,  and  the  acts  amendatory  and  supplemental  thereto. 

Dated  September  12,  1857. 

Signed  by  sixteen  subscribers,  owning  787  shares. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana,  September  25, 
1857. 


6l6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

MORTGAGE. 

Chicago  and  Cincinnati  Railroad  Company  to  Frederick  C.  Geb- 

HARD  AND  NATHANIEL  MARSH. 

Dated  October  i,  1857. 

Securing  $1,500,000  bonds,  payable  October  1,  1887,  bearing  7  per  cent. 

interest. 

This  indenture,  made  the  first  day  of  October,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  fifty-seven,  between  the  Chicago  and 
Cincinnati  Railroad  Company,  of  the  first  part,  and  Frederick  C.  Geb- 
hard  and  Nathaniel  Marsh,  of  the  city  of  New  York,  of  the  second  part,, 
witnesseth  that: 

Whereas,  The  Chicago  and  Cincinnati  Railroad  Company,  pursuant 
to  the  terms  of  their  corporate  organization  under  the  general  railroad 
law  of  the  state  of  Indiana  in  the  United  States  of  America,  are  engaged 
in  constructing  a  railroad  from  a  point  on  the  Cincinnati  and  Chicago' 
Railroad  about  two  thousand  feet  south  of  the  Wabash  river  and  near 
Logansport,  Cass  county,  in  said  state  of  Indiana;  thence  northwesterly 
to  a  junction  with  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad  at 
or  near  Valparaiso,  Porter  county,  in  said  state,  said  railroad  being 
located  in  the  counties  of  Cass,  Pulaski,  Starke,  La  Porte  and  Porter,  in 
said  state;  and,  for  the  purpose  of  constructing  the  same  and  its  ne¬ 
cessary  appendages  and  equipping  it  with  the  necessary  machinery,  have 
resolved  to  raise  money  by  loan  to  an  amount  not  exceeding  one  million 
five  hundred  thousand  dollars,  and  for  that  purpose  have  made  and  exe¬ 
cuted  one  thousand  bonds  of  one  thousand  dollars  each,  numbered 
from  one  to  one  thousand;  and  eight  hundred  bonds  of  five  hundred 
dollars  each,  numbered  from  one  thousand  and  one  to  one  thousand 
eight  hundred;  and  five  hundred  bonds  of  two  hundred  dollars  each,, 
numbered  from  one  thousand  eight  hundred  and  one  to  two  thousand 
three  hundred,  which  said  bonds  are  made  payable  at  the  Bank  of  the 
Manhattan  Company,  in  the  city  of  New  York,  on  the  first  day  of 
October,  eighteen  hundred  and  eighty-seven,  and  bearing  interest  from 
the  first  day  of  October,  eighteen  hundred  and  fifty-seven,  at  the  rate 
of  seven  per  cent,  per  annum,  payable  semi-annually  on  the  first  day  of 
April  and  October  in  each  year,  at  the  same  place,  according  to  the 
interest  warrants  attached  to  each  of  said  bonds,  and  are  to  be  on  an 
equality  so  far  as  regards  security  for  the  payment  thereof  by  these 
presents;  the  said  company,  however,  hereby  expressly  reserving  the 
right,  at  any  time  after  the  whole  of  the  rails  are  laid  so  that  the  regular 
passenger  and  freight  trains  are  run  over  the  whole  length  of  said  rail¬ 
road  from  Logansport  to  the  junction  with  the  Pittsburgh,  Fort  Wayne 
and  Chicago  Railroad  as  aforesaid,  to  execute  and  issue,  under  the  pro¬ 
visions  of  this  mortgage,  if  desired  by  said  company,  an  additional 
number  of  bonds,  not  exceeding  in  the  aggregate  amount  the  sum  of  one 
hundred  thousand  dollars,  and  which,  when  issued,  are  placed  on  an 
equality  with  the  said  bonds  hereinbefore  described. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  Chicago  and 


CORPORATE  HISTORY. 


617 


Cincinnati  Railroad  Company,  in  order  to  secure  the  payment  of  the 
said  several  bonds  hereinbefore  described,  amounting  in  the  aggregate 
to  one  million  five  hundred  thousand  dollars,  and  any  and  all  interest 
thereon,  and  in  consideration  of  one  dollar  paid  on  the  ensealing  and 
delivery  hereof  by  the  said  Frederick  C.  Gebhard  and  Nathaniel  Marsh, 
the  receipt  whereof  is  hereby  acknowledged,  have  granted,  bargained, 
sold,  transferred  and  conveyed,  and  by  these  presents  do  grant,  bargain, 
sell,  transfer  and  convey  to  the  said  Frederick  C.  Gebhard  and  Nathaniel 
Marsh,  and  to  the  survivor  of  them  and  their  successors,  forever,  all  the 
present  and  in  future  to  be  acquired  property,  of  every  kind  and  de¬ 
scription,  of  the  said  Chicago  and  Cincinnati  Railroad  Company,  that 
is  to  say:  their  said  railroad  from  near  Logansport  as  aforesaid  to  the 
said  junction  with  the  Pittsburgh,  Fort  Wayne  and  Chicago  Railroad 
at  or  near  Valparaiso,  including  the  right  of  way  thereof  and  the  lands 
occupied  thereby,  with  the  superstructure,  and  all  rails  or  other  materials 
used  thereon  or  procured  therefor,  and  all  machinery,  locomotives  and 
cars,  bridges,  viaducts,  culverts,  fences,  depots  and  station  grounds  and 
buildings  erected  thereon,  all  rights  therein,  tolls,  income  and  any  rights 
thereto  or  interest  therein,  together  with  the  tolls  or  income  to  be  had 
or  derived  therefrom,  and  all  the  franchises,  rights  and  privileges  of  the 
said  Chicago  and  Cincinnati  Railroad  Company  of,  in,  to  or  concerning 
the  same.  To  have  and  to  hold  the  said  premises,  and  every  part  thereof, 
with  all  the  appurtenances,  unto  the  said  Frederick  C.  Gebhard  and 
Nathaniel  Marsh,  and  the  survivor  of  them  and  their  successors,  forever, 
upon  the  following  trusts,  that  is  to  say:  that  in  case  the  said  Chicago 
and  Cincinnati  Railroad  Company  shall  fail  to  pay  the  principal,  or  any 
part  thereof,  or  any  of  the  interest,  on  said  bonds  issued  under  this 
mortgage  as  aforesaid,  at  any  time  when  the  same  may  become  due  and 
payable,  when  demanded,  according  to  the  tenor  thereof,  then,  after 
sixty  days  from  such  default,  upon  the  request  of  the  holder  of  any  of 
said  bonds,  the  said  Frederick  C.  Gebhard  and  Nathaniel  Marsh,  or 
the  survivor  of  them,  or  their  successors,  may  enter  into,  and  take  pos¬ 
session  of  all  or  any  part  of  the  said  premises  or  property,  and,  as  such 
trustees  or  trustee,  or  as  attorneys  or  attorney  in  fact  of  said  company, 
by  themselves  or  himself,  or  agents  or  substitutes  duly  constituted,  have, 
use  and  employ  the  same,  making  from  time  to  time  all  needful  repairs, 
alterations  and  additions  thereto,  and,  after  deducting  the  expenses  of 
such  use,  repairs,  alterations  and  additions  thereto,  apply  the  proceeds 
to  the  payment  of  the  principal  and  interest  of  all  said  bonds  remaining 
unpaid;  or  the  said  Frederick  C.  Gebhard  and  Nathaniel  Marsh,  and  the 
survivor  of  them,  and  their  successors,  on  the  written  request  of  the 
holders  of  at  least  one-half  of  the  bonds  issued  under  this  mortgage, 
the  principal  or  interest  on  the  same  being  due  and  unpaid,  shall  cause 
the  said  premises,  or  so  much  thereof  as  shall  be  necessary  to  pay  and 
discharge  the  principal  and  interest  of  all  such  of  said  bonds  as  may 
then  be  unpaid  as  aforesaid,  to  be  sold  at  public  auction  in  the  city  of 
Chicago,  giving  at  least  forty  days’  notice  of  the  time,  place  and  terms 
of  such  sale  and  of  the  specific  property  to  be  sold,  by  publishing  the 
same  for  forty  days  consecutively  in  at  least  one  newspaper  of  general 


6l8  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

circulation  in  each  of  the  cities  of  Boston,  New  York,  Philadelphia, 
Cincinnati  and  Chicago,  and  wherever  else  required  by  law,  and  execute 
to  the  purchaser  or  purchasers  thereof  a  good  and  sufficient  deed  of 
conveyance  in  fee  simple  for  the  same,  which  shall  be  a  bar  against  the 
said  Chicago  and  Cincinnati  Railroad  Company,  their  successors  and 
assigns,  and  all  persons  claiming  under  them,  of  all  right,  interest  or 
claim  in  or  to  said  premises,  or  any  part  thereof;  and  the  said  Frederick 
C.  Gebhard  and  Nathaniel  Marsh,  and  the  survivor  of  them,  and  their 
successors,  shall,  after  deducting  from  the  proceeds  of  said  sale  the  costs 
and  expenses  of  managing  such  property  and  of  such  sale,  apply  so 
much  of  the  proceeds  as  may  be  necessary  to  the  satisfaction  and  pay¬ 
ment  of  said  principal  or  interest  due  and  unpaid  on  said  bonds,  and 
shall  restore  the  residue  thereof  to  the  said  the  Chicago  and  Cincinnati 
Railroad  Company,  their  successors  and  assigns;  it  being  hereby  ex¬ 
pressly  understood  that  in  no  case  shall  any  claim  or  advantage  be  taken 
of  any  valuation,  appraisement  or  extension  law  by  the  said  the  Chicago 
and  Cincinnati  Railroad  Company,  their  successors  or  assigns,  nor  shall 
any  injunction  or  stay  of  proceedings  or  any  process  be  applied  for  or 
obtained  by  them  to  prevent  such  entry  or  sale  as  aforesaid.  And  the 
said  party  of  the  first  part  hereby  further  covenant  and  agree  to  and 
with  the  said  parties  of  the  second  part,  their  successor  or  successors  in 
the  trust  hereby  created,  that  for  the  further  security  and  ultimate  redemp¬ 
tion  of  the  said  mortgage  bonds  to  be  issued  by  virtue  of  this  mortgage, 
they  will  annually,  on  or  before  the  thirty-first  day  of  December  in  each 
year  hereafter,  beginning  with  the  thirty-first  day  of  December,  one 
thousand  eight  hundred  and  sixty,  until  the  principal  of  said  bonds  is 
fully  paid,  set  apart  and  appropriate  from  the  earnings  of  said  road  for 
the  preceding  twelve  months  and  deposit  with  the  said  trustees,  parties 
of  the  second  part,  or  their  successors  in  trust,  who  are  hereby  made, 
constituted  and  appointed  the  further  trustees  or  receivers  of  the  first 
parties  hereto,  and  of  all  the  holders  of  the  mortgage  bonds  to  be  issued 
by  virtue  of  this  mortgage  as  aforesaid,  for  the  purpose  hereinafter  men¬ 
tioned,  the  just  and  full  sum  of  one  and  one-fourth  per  cent,  (equal  to 
eighteen  thousand  seven  hundred  and  fifty  dollars  per  annum)  on  all 
■outstanding  bonds  secured  by  this  mortgage,  which,  together  with  the 
accumulation  of  interest  thereon,  will  form  a  capital  sufficient  to  pay 
and  discharge  the  entire  principal  of  all  the  mortgage  bonds  contemplated 
to  be  issued  by  virtue  of  the  several  provisions  of  this  mortgage  on  or 
before  the  maturity  of  the  said  bonds,  the  first  setting  apart  and  appro¬ 
priation  of  said  sinking  fund  to  be  made  and  deposited  on  the  thirty-first 
day  of  December,  Anno  Domini  one  thousand  eight  hundred  and  sixty; 
and  the  said  sinking  fund,  or  several  sums  of  money  thus  set  apart  and 
appropriated,  with  all  accumulations  of  interest,  shall,  as  soon  as  prac¬ 
ticable  thereafter,  be  laid  out  and  invested  by  the  said  trustees,  or  their 
successors,  in  the  purchase  of  the  mortgage  bonds  to  be  issued  under 
this  mortgage,  whenever  any  or  either  of  the  said  mortgage  bonds  can 
be  purchased  at  or  under  par,  and  the  accrued  interest  on  the  same  at  the 
date  of  the  purchase;  in  case  the  securities  of  the  said  company  before 
specified  cannot  be  procured  or  purchased  on  the  terms  aforesaid,  then 


CORPORATE  HISTORY. 


619 


in  that  case  the  said  trustees,  or  their  successors,  shall  from  time  to  time 
invest  the  said  fund  under  the  advice  and  direction  of  the  board  of  direc¬ 
tors  of  the  party  of  the  first  part  in  said  bonds  at  their  market  price  or 
in  such  other  securities  as  shall  be  deemed  most  safe  and  profitable  for 
the  party  of  the  first  part;  provided,  however,  that  the  obligation  of  the 
party  of  the  first  part  to  make  such  annual  deposit  to  the  said  sinking 
fund  as  aforesaid  shall  cease  and  determine  as  soon  as  the  funds  and 
securities  placed  in  the  hands  of  the  said  trustees,  or  their  successors, 
shall,  with  the  accumulation  of  interest  thereon,  form  a  capital  sufficient 
to  pay  and  discharge  at  the  maturity  thereof  all  the  outstanding  bonds 
issued  hereunder.  The  said  trustees,  or  their  successors,  shall  at  all 
times  keep  a  proper  and  correct  registry  and  account  of  the  said  several 
securities  and  funds  so  held  by  them  as  aforesaid  and  belonging  to  the 
said  sinking  fund  for  the  inspection  and  examination  of  the  parties 
hereto  and  of  any  of  the  stockholders  or  bondholders  of  the  road,  and 
shall  annually,  during  the  continuance  of  the  trust,  render  to  the  first 
party  hereto  a  written  statement,  showing  the  true  state  and  condition 
of  the  said  sinking  fund,  and  when  any  of  the  aforesaid  securities  of 
the  party  of  the  first  part  shall  have  been  purchased  for  the  use  of  the 
sinking  fund,  the  same  shall,  as  soon  as  purchased,  be  cut,  cancelled 
and  retired  by  the  said  trustees,  or  their  successors,  and  shall,  from  time 
to  time  and  as  soon  as  conveniently  may  be  after  such  purchase,  be 
returned  by  said  trustees,  or  their  successors,  to  said  company,  to  be 
by  them  duly  registered  and  destroyed  in  the  presence  of  the  president, 
treasurer  and  secretary  of  said  company  (or  in  the  presence  of  a  committee 
of  three  directors  of  said  company)  and  of  such  trustees,  and  proper 
vouchers  shall  be  given  said  trustees  for  all  such  cut  and  cancelled  bonds 
so  returned  by  them  and  registered  and  destroyed  in  their  presence  by 
said  company.  There  shall  be  added  to  said  sinking  fund,  however, 
annually,  by  said  party  of  the  first  part,  an  amount  equal  to  the  annual 
interest  on  all  of  said  companies’  bonds,  which  may  be  from  time  to 
time  so  purchased,  cancelled  and  destroyed  as  aforesaid.  The  said 
trustees,  or  their  successors,  shall  apply  the  funds  and  available  securi¬ 
ties  in  their  hands  to  the  payment  and  redemption  of  the  said  mortgage 
bonds  issued  hereunder  at  their  maturity,  rendering  the  overplus,  if  any, 
to  the  party  of  the  first  part,  or  their  assigns.  Provided,  however,  and 
it  is  hereby  expressly  agreed  that  the  majority  in  interest  of  the  said 
bondholders  may  at  any  time  appoint  a  trustee  or  trustees,  resident  in 
the  United  States,  for  said  sinking  fund,  to  supersede  the  trustees  ap¬ 
pointed  for  that  purpose  by  said  party  of  the  first  part;  and,  upon  re¬ 
ceiving  notice  from  said  majority  of  bondholders  of  such  appointment, 
the  said  party  of  the  first  part  shall  cause  the  said  trust  fund  to  be  de¬ 
posited  with  said  trustee  or  trustees  for  the  benefit  of  the  bondholders, 
in  conformity  with  the  terms  and  conditions  herein  mentioned,  and  which 
said  trustee  or  trustees,  so  appointed  by  a  majority  of  the  bondholders, 
and  his  lawful  successor,  shall  continue  in  office  until  otherwise  provided 
by  a  majority  of  said  bondholders,  and  said  trustee  or  trustees,  so 
appointed  by  said  bondholders,  shall  be  subject  to  the  same  provisions, 
restrictions  and  regulations  in  regard  to  the  trust  fund  as  are  herein 


620  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

named  and  provided  for  the  guidance  and  control  of  the  trustees  herein 
appointed  by  the  party  of  the  first  part.  And  the  said  party  of  the  first 
part  further  covenants  as  aforesaid  that  all  money  borrowed  for  the 
purpose  aforesaid  upon  the  security  of  any  of  the  said  bonds  shall  be 
faithfully  applied  with  due  diligence  in  the  construction  of  said  road  and 
its  appendages  and  in  the  equipment  thereof.  And  it  is  hereby  mutually 
agreed,  and  these  presents  are  upon  this  express  condition,  that,  on  the 
payment  of  the  principal  and  interest  of  said  bonds,  the  estate  hereby 
granted  shall  be  void,  and  the  right  to  the  premises  hereby  conveyed 
shall  revert  and  revest  in  the  said  party  of  the  first  part,  their  successors 
and  assigns,  without  any  acknowledgment  of  satisfaction,  reconveyance, 
re-entry  or  other  act.  And  it  is  further  agreed  that  the  said  Frederick 
C.  Gebhard  and  Nathaniel  Marsh,  and  the  survivor  of  them  and  their 
successors,  shall  only  be  accountable  for  reasonable  diligence  in  the 
management  thereof,  in  case  they,  or  either  of  them,  should  be  required,* 
by  reason  of  the  non-payment  of  the  said  bonds  or  the  interest  thereon, 
to  take  possession  of  the  road  and  premises  for  the  benefit  of  the  holders 
of  said  bonds,  and  shall  not  be  responsible  for  the  acts  of  any  agent 
employed  by  them,  or  either  of  them,  when  such  agent  is  selected  with 
reasonable  discretion,  and  that  they,  and  each  of  them,  shall  receive  and 
be  entitled  to  receive  proper  compensation  for  every  labor  or  service 
performed  in  the  discharge  of  the  trust  aforesaid,  in  case  they,  or  either 
of  them,  shall  be  compelled  to  take  possession  of  said  premises,  or  any 
part  thereof,  or  manage  the  same.  And  it  is  further  agreed  that  in  case 
of  the  death,  mental  incapacity  or  resignation  of  the  said  Frederick  C. 
Gebhard  and  Nathaniel  Marsh,  and  the  survivor  of  them,  the  said  the 
Chicago  and  Cincinnati  Railroad  Company  may,  on  notice  of  sixty  days 
by  advertisement  in  a  newspaper  of  general  circulation  in  each  of  the 
cities  of  New  York,  Boston,  Philadelphia,  Chicago  and  Cincinnati,  to 
the  holders  of  said  bonds,  apply  to  any  court  in  Cass,  Pulaski,  Starke, 
La  Porte  or  Porter  counties,  in  the  state  of  Indiana,  to  appoint  one  or 
more  trustees  to  take  their  places,  and  thereupon  such  new  trustee  or 
trustees  shall  become  vested  for  the  purposes  aforesaid  with  all  the 
rights  and  interests  hereby  conveyed  to  or  vested  in  the  said  trustees 
hereinbefore  named,  without  any  further  assurance  or  conveyance  for  the 
same. 

In  witness  whereof,  the  said  company  have  caused  their  corporate  seal 
to  be  hereunto  affixed  and  these  presents  to  be  signed  by  their  president 
and  attested  by  their  secretary,  the  first  day  of  October,  A.  D.  eighteen 
hundred  and  fifty-seven. 

JARED  B.  CURTIS,  President. 

Attest: 

AMOS  TENNEY,  Secretary. 

In  presence  of 
WILLIAM  BLANCHARD. 

Acknowledged  before  William  Blanchard,  notary  public,  Wayne  county, 
Indiana,  October  I,  1857. 

Recorded,  Porter  county,  Indiana,  October  7,  1857,  Mortgage  Record 
C,  page  300. 


CORPORATE  HISTORY. 


621 


Decree  of  the  United  States  Circuit  Court  for  the  District  of 

Indiana  cancelling  Mortgage. 

Made  and  entered  August  20,  1890. 

X  R.  Planten  ] 

vs. 

The  Chicago  and  Cincinnati  Railroad  Company  No.  8436.  Chancery. 

and  the  Chicago,  St.  Louis  and  Pittsburgh 
Railroad  Company. 

Come  now  the  defendants  herein  by  their  counsel  and  show  to  the 
court  by  the  report  of  William  P.  Fishback,  master  in  chancery  herein, 
that  pursuant  to  the  direction  of  the  decree  herein,  he  gave  due  notice, 
by  publication  once  a  week  for  three  consecutive  weeks  in  the  New  York 
Evening  Post,  a  daily  newspaper  of  general  publication  printed  and  pub¬ 
lished  in  the  city  of  New  York,  state  of  New  York;  in  the  Indianapolis 
Daily  Journal,  a  daily  newspaper  of  general  circulation  printed  and 
published  in  the  city  of  Indianapolis,  in  the  state  of  Indiana;  and  in  the 
Chicago  Inter-Ocean,  a  daily  newspaper  of  general  circulation  printed  and 
published  in  the  city  of  Chicago,  in  the  state  of  Illinois,  of  the  order  en¬ 
tered  in  said  decree,  requiring  all  outstanding  bonds  of  the  said  Chicago 
and  Cincinnati  Railroad  Company,  secured  by  the  aforesaid  mortgage, 
to  be  presented  and  filed  herein  on  or  before  August  15th,  1890,  or  be 
forever  barred.  And  it  appearing  to  the  satisfaction  of  the  court,  that 
none  of  said  bonds  have  been  filed  herein,  it  is  therefore  adjudged  and 
decreed  by  the  court  that  all  such  outstanding  bonds  of  the  Chicago 
and  Cincinnati  Railroad  Company,  described  in  the  mortgage  of  said 
company,  executed  October  1,  1857,  to  Frederick  C.  Gebhard  and  Na¬ 
thaniel  Marsh,  trustees,  be  and  the  same  are  hereby  barred  as  a  lien 
upon  or  claim  against  the  property  conveyed  by  said  mortgage.  And 
it  appearing  to  the  satisfaction  of  the  court  from  the  receipts  of  the 
clerk  of  this  court,  and  of  the  solicitor  for  plaintiff,  that  the  amount 
found  due  on  the  bonds  and  coupons  described  in  said  decree,  have 
been  by  said  defendant,  Chicago,  St.  Louis  and  Pittsburgh  Railroad 
Company,  fully  paid,  and  said  bonds  and  coupons  surrendered  and 
cancelled.  Whereupon  said  defendant  pray  that  the  said  mortgage  be 
decreed  satisfied. 

It  is  therefore  considered,  adjudged  and  decreed  by  the  court,  that  the 
mortgage  executed  by  said  Chicago  and  Cincinnati  Railroad  Company 
on  the  1st  day  of  October,  1857,  to  Frederick  C.  Gebhard  and  Nathaniel 
Marsh,  trustees,  to  secure  the  payment  of  the  bonds  of  said  Chicago  and 
Cincinnati  Railroad  Company,  in  said  mortgage  described,  as  follows,  to 
wit:  one  thousand  bonds  of  the  denomination  of  one  thousand  dollars 
each,  numbered  from  one  to  one  thousand;  eight  hundred  bonds  of  the 
denomination  of  five  hundred  dollars  each,  numbered  from  one  thousand 
and  one  to  one  thousand  eight  hundred;  and  five  hundred  bonds  of  the 
denomination  of  two  hundred  dollars,  numbered  from  one  thousand 
eight  hundred  and  one  to  two  thousand  three  hundred,  payable  at 
the  bank  of  the  Manhattan  Company  in  the  city  of  New  York,  on  the 
first  day  of  October,  1887,  with  interest  at  the  rate  of  seven  per  centum 


622  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

per  annum,  payable  semi-annually  on  the  first  days  of  April  and  October 
in  each  year,  at  the  same  place,  according  to  the  interest  coupons  attached, 
be  and  the  same  is  hereby  satisfied  and  discharged  as  a  lien  and  incum¬ 
brance  upon  the  property  therein  described. 

United  States  of  America,  • 

District  of  Indiana. 

I,  Noble  C.  Butler,  clerk  of  the  Circuit  Court  of  the  United  States, 
within  and  for  the  district  aforesaid,  do  hereby  certify  that  the  above  and 
foregoing  is  a  full  and  true  copy  of  an  order  of  said  court  in  the  case  of 
J.  R.  Planten  against  the  Chicago  and  Cincinnati  Railroad  Company 
and  others,  made  and  entered  on  the  20th  day  of  August,  1890,  as  fully 
as  the  same  remains  upon  the  records  now  in  my  office. 

Witness  my  hand  and  the  seal  of  said  court  at  Indianapolis,  in  said 
district,  this  20th  day  of  August,  1890. 

NOBLE  C.  BUTLER,  Clerk. 

Cancellation  of  mortgage  recorded  Cass  county,  Ind.,  August  25,  1890, 
Miscellaneous  Record  No.  6,  page  85;  Pulaski  county,  Sept.  17,  1890, 
Miscellaneous  Record  B,  page  408;  Starke  county,  Nov.  26,  1890,  Miscel¬ 
laneous  Record  D,  page  366;  La  Porte  county,  Mortgage  Record  28,  page 
530;  Porter  county,  Dec.  31,  1890,  Book  28  Z,  page  277. 

AGREEMENT 

Between  Owners  of  Chicago  and  Cincinnati  First  Mortgage 
Bonds  to  Surrender  them  in  Exchange  for  Bonds  of  the 
Chicago  and  Great  Eastern  Railway  Company. 

Dated  January  7,  1865. 

Whereas,  It  is  proposed  to  consolidate  the  Chicago  and  Cincinnati 
Railroad  Company  with  the  Chicago  and  Great  Eastern  Railway  Com-! 
pany  and  the  Cincinnati  and  Chicago  Air  Line  Railroad  Company  under 
the  name  of  the  “  Chicago  and  Great  Eastern  Railway  Company.”  Now, 
we  the  subscribers,  holders  and  owners  of  the  first  mortgage  bonds  o£ 
said  Chicago  and  Cincinnati  Railroad  Company,  do  hereby  agree  upon 
said  consolidation  being  carried  into  effect,  that  we  will  surrender  to- 
said  Chicago  and  Great  Eastern  Railway  Company  all  of  said  bonds  so 
held  by  us,  with  all  past  due  and  unpaid  coupons  attached  to  said  bonds, 
and  receive  in  full  satisfaction  and  payment  of  the  same  sixty-five  per, 
cent,  of  the  face  thereof,  waiving  and  relinquishing  all  claim  for  coupons 
past  due  and  unpaid,  payment  to.be  made  to  us  in  the  first  mortgage 
bonds  of  the  Chicago  and  Great  Eastern  Railway  Company  at  par,  car¬ 
rying  interest  from  April  1st,  1865,  being  part  of  the  issue  of  said  com¬ 
pany’s  bonds  for  two  million  dollars,  secured  by  mortgage  to  Frederick 
Schuchardt  and  Henry  Morgan,  trustees,  upon  that  portion  of  said  com¬ 
pany’s  road  extending  from  Chicago,  Illinois,  to  Logansport,  Indiana, 
due  October  1st,  1893,  bearing  seven  per  cent,  interest,  payable  semi¬ 
annually,  October  1st  and  April  1st  in  each  year. 

Settlement  to  be  made  within  four  months  from  this  date.  The 


CORPORATE  HISTORY.  623 

amounts  of  said  bonds  so  held  by  us  being  set  opposite  our  respective 
signatures. 

Witness  our  hands  this  seventh  day  of  January,  A.  D.  1865. 

HENRY  MORGAN, 

FREDK.  SCHUCHARDT, 

FRED.  C.  GEBHARD, 
SCHUCHARDT  &  GEBHARD, 

P.  CHOUTEAU,  Jr., 
per  John  H.  Thompson,  Atty. 
HALE  &  AYER, 

SMITH  &  DUNLOP. 

AGREEMENT 

Between  Holders  as  Collateral  on  Notes  of  Chicago  and  Cincin¬ 
nati  Bonds  to  Surrender  Bonds  in  Exchange  for  Bonds  of 
the  Chicago  and  Great  Eastern  Railway  Company. 

Dated  January  7,  1865. 

Whereas,  It  is  proposed  to  consolidate  the  Chicago  and  Cincinnati 
Railroad  Company  with  the  Chicago  and  Great  Eastern  Railway  Com¬ 
pany  and  the  Cincinnati  and  Chicago  Air  Line  Railroad  Company  under 
the  name  of  the  “  Chicago  and  Great  Eastern  Railway  Company.”  Now 
we,  the  subscribers,  creditors  of  said  Chicago  and  Cincinnati  Railroad 
Company,  holding  said  company’s  promissory  notes,  secured  by  pledge 
of  its  first  mortgage  bonds  as  collateral,  agree  upon  said  consolidation 
being  carried  into  effect,  to  surrender  said  promissory  notes  and  the 
mortgage  bonds  pledged  as  security  therefor,  with  all  interest  coupons 
attached,  and  to  receive  in  satisfaction  of  the  principal  and  interest  of 
our  several  claims,  the  first  mortgage  seven  per  cent,  bonds  of  the  said 
Chicago  and  Great  Eastern  Railway  Company  at  par,  said  bonds  carry¬ 
ing  interest  from  April  1,  1865,  and  being  part  of  their  issue  of  two  mil¬ 
lion  dollars,  secured  by  mortgage  to  Frederick  Schuchardt  and  Henry 
Morgan  upon  that  portion  of  said  company’s  road  extending  from 
Chicago,  Illinois,  to  Logansport,  Indiana,  due  October  1,  1893,  interest 
payable  April  1  and  October  1  in  each  year. 

Our  several  accounts  to  be  made  up  as  cash  April  1,  1865,  when  the 
settlement  is  to  date,  and  the  same  to  be  carried  into  effect  within  four 
months  from  this  date. 

The  amount  of  our  several  claims,  with  interest  added  to  April  1, 
1865,  and  the  amounts  of  bonds  held  by  us  as  collateral,  are  set  opposite 
our  respective  signatures. 

Witness  our  hands  this  seventh  day  of  January,  A.  D.  1865. 

SCHUCHARDT  &  GEBHARD, 

J.  W.  ELWELL  &  CO., 

JAMES  READ, 

PARKER,  WILDER  &  CO., 
JAMES  W.  JUDD, 

U.  N.  MURDOCK, 

THOS.  MUNROE,  Agt. 


624  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


CHICAGO  AND  GREAT  EASTERN  RAILWAY 

COMPANY  (Fourth).1 

ARTICLES  OF  CONSOLIDATION 

Between  the  Chicago  and  Great  Eastern  Railway  Company  and 
the  Cincinnati  and  Chicago  Air  Line  Railroad  Company  under 
the  Name  of  the  Chicago  and  Great  Eastern  Railway  Company 
(No.  4). 

Articles  of  consolidation,  made,  agreed  upon  and  concluded  this 
twenty-fifth  day  of  January,  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  sixty-five,  between  the  “  Chicago  and  Great  Eastern  Rail¬ 
way  Company  ”  (a  corporation  formed  under  and  by  virtue  of  the  laws 
of  the  states  of  Indiana  and  Illinois  by  intersecting,  joining  and  uniting 
the  railroads  of  the  Chicago  and  Great  Eastern  Railway  Company,  a 
company  organized  and  existing  under  the  laws  of  the  states  of  Indiana 
and  Illinois,  and  of  the  Chicago  and  Cincinnati  Railroad  Company,  a 
company  organized  and  existing  under  the  laws  of  the  state  of  Indiana, 
and  merging  and  consolidating  the  property  and  stock  of  such  com¬ 
panies  with  each  other,  making  one  joint  stock  company  of  the  two  rail¬ 
roads  thus  connected),  of  the  one  part,  and  the  “  Cincinnati  and  Chicago 
Air  Line  Railroad  Company,”  a  corporation  duly  organized  and  existing 
under  and  by  virtue  of  the  laws  of  the  state  of  Indiana,  of  the  other  part. 

Whereas,  The  railroad  of  the  said  “  Chicago  and  Great  Eastern  Rail¬ 
way  Company,”  one  of  the  parties  to  these  presents,  is  now  constructed 
and  in  progress  of  construction  from  the  city  of  Chicago,  in  the  state 
of  Illinois,  to  the  city  of  Logansport,  in  the  state  of  Indiana,  and  the 
railroad  of  the  said  “  Cincinnati  and  Chicago  Air  Line  Railroad  Com¬ 
pany,”  the  other  of  the  parties  to  these  presents,  is  now  actually  con¬ 
structed  and  completed  from  said  city  of  Logansport  to  Richmond,  in 
the  state  of  Indiana,  and  the  railroads  of  the  said  two  companies  meet 
and  intersect  at  said  city  of  Logansport. 

And  whereas,  The  charters  of  the  said  two  companies,  the  parties  to 
these  presents,  authorize  their  said  railroads  to  go  to  such  points  of 
intersection  at  said  city  of  Logansport  and  the  lines  of  the  said  Chicago 
and  Great  Eastern  Railway  Company,  party  to  these  presents,  connect 
with  the  lines  of  the  Cincinnati  and  Chicago  Air  Line  Railroad  Com¬ 
pany,  and  the  said  companies  are  therefore  under  and  by  virtue  of  the 
laws  of  the  states  of  Indiana  and  Illinois  authorized  and  empowered  to 
intersect,  join  and  unite  their  railroads  respectively  each  with  the  other 
at  the  said  point  of  intersection,  and  to  merge  and  consolidate  the 
property  and  stock  of  the  respective  companies  with  each  other,  making 
one  joint  stock  company  of  the  two  railroads  thus  connected. 

And  whereas,  By  resolutions  of  the  board  of  directors  of  the  said 
Chicago  and  Great  Eastern  Railway  Company,  one  of  the  parties  to 
these  presents,  adopted  at  a  meeting  of  said  board  held  on  the  25th  day 
of  January  instant,  and  by  like  resolutions  of  the  board  of  directors  of 


1  See  page  71. 


CORPORATE  HISTORY. 


625 


the  Cincinnati  and  Chicago  Air  Line  Railroad  Company,  the  other  of 
the  parties  to  these  presents,  adopted  at  a  meeting  of  said  board  held  on 
the  seventeenth  day  of  January  instant,  the  president  and  secretary  of 
each  of  said  companies,  the  parties  to  these  presents,  were  authorized, 
empowered  and  directed  to  execute,  under  the  seal  of  said  companies 
respectively,  an  agreement  to  intersect,  join  and  unite  the  respective 
railroads  of  said  companies  and  to  merge  and  consolidate  the  property 
and  stock  of  the  respective  companies  with  each  other  upon  terms  sub¬ 
stantially  as  hereinafter  contained  and  expressed,  upon  the  approval  of 
such  consolidation  and  such  terms  by  the  stockholders  and  corporators 
of  said  respective  companies,  the  parties  to  these  presents  at  their  meet¬ 
ings  to  be  held. 

And  whereas,  The  stockholders  and  corporators  of  said  respective 
companies,  the  parties  to  these  presents,  have  by  resolutions,  adopted 
at  their  respective  meetings  by  the  vote  of  a  majority  in  interest  of  all 
of  the  stockholders  and  corporators  of  each  of  said  companies  respec¬ 
tively,  approved  of  such  consolidation  and  the  terms  thereof  as  proposed 
and  set  forth  in  the  said  resolutions  of  their  respective  boards  of  direc¬ 
tors,  and  hereinafter  contained  and  expressed,  and  have  authorized  and 
directed  that  presidents  and  secretaries  of  said  companies,  the  parties 
to  these  presents,  respectively,  to  execute  on  behalf  and  under  the  seal 
of  said  companies  respectively,  the  agreement  for  consolidation  in  and 
by  said  resolutions  of  their  respective  boards  of  directors  proposed  and 
authorized  as  aforesaid. 

Now,  therefore,  it  is  hereby  mutually  agreed  by  and  between  the  said 
Chicago  and  Great  Eastern  Railway  Company  and  the  said  Cincinnati 
and  Chicago  Air  Line  Railroad  Company,  the  parties  to  these  presents: 

First.  That  from  and  after  the  execution  of  these  presents  the  rail¬ 
roads  of  the  said  parties  to  these  presents  shall  be  and  they  hereby  are 
joined  and  united,  and  the  property  and  stock  of  the  respective  com¬ 
panies  shall  be  and  hereby  are  merged  and  consolidated,  and  they,  the 
said  parties  to  these  presents,  shall  and  hereby  do  henceforth  make  and 
■constitute  one  joint  stock  company  of  their  said  railroads  thus  connected. 

Second.  That  the  name  of  the  consolidated  joint  stock  company 
hereby  formed  shall  be  and  is  the  “  Chicago  and  Great  Eastern  Railway 
Company.” 

Third.  That  all  the  property,  rights  and  franchises  of  each  of  said 
companies  parties  to  these  presents  shall  be,  and  they  hereby  are, 
transferred  to  and  vested  in  the  said  consolidated  joint  stock  company 
hereby  formed;  and  that  such  consolidated  joint  stock  company  shall 
become  liable  for  and  guarantee  and  assume  the  payment  of  all  the  bonds 
issued  by  the  said  Cincinnati  and  Chicago  Air  Line  Railroad  Company, 
dated  August  1,  i860,  and  secured  by  mortgage  to  Matthew  Morgan  and 
Frederick  Schuchardt,  trustees,  and  shall  also  become  liable  for,  guar¬ 
antee  and  assume  the  payment  of  the  principal  and  interest  of  all  bonds 
issued  by  said  Cincinnati  and  Chicago  Air  Line  Railroad  Company, 
known  as  “  seven  per  cent,  sinking  fund  bonds  for  funded  coupons  of 
first  mortgage  bonds.” 

Fourth.  The  capital  stock  of  the  consolidated  joint  stock  company 


40 


626  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


formed  by  these  presents,  shall  be  four  million  three  hundred  and  ninety 
thousand  dollars,  divided  into  forty-three  thousand  and  nine  hundred 
shares  of  one  hundred  dollars  each;  and  there  shall  be  issued  to  and 
apportioned  among  the  stockholders  and  corporators  of  said  Chicago 
and  Great  Eastern  Railway  Company,  one  of  the  parties  to  these  presents, 
in  proportion  to  their  respective  rights  and  interests,  twenty-two  thou¬ 
sand  six  hundred  and  thirty-nine  shares  of  said  capital  stock;  and  there 
shall  be  issued  to  and  apportioned  among  the  stockholders  and  cor¬ 
porators  of  said  Cincinnati  and  Chicago  Air  Line  Railroad  Company 
in  proportion  to  their  respective  rights  and  interests,  twenty-one  thou¬ 
sand  two  hundred  and  sixty-one  shares  of  said  capital  stock,  such  shares 
of  said  capital  stock  of  the  joint  stock  company  hereby  formed;  issued 
as  above  provided  to  the  stockholders  and  corporators  of  the  respective 
companies  parties  to  these  presents,  being  intended  to  be  and  hereby  de¬ 
clared  to  be  in  full  satisfaction  of  all  the  rights  and  interests  of  the  said 
corporators  and  stockholders  in  or  to  the  stock  or  property  of  the 
respective  companies  parties  to  these  presents. 

In  witness  whereof,  the  parties  hereto  have  caused  these  presents  to 
be  subscribed  by  their  respective  presidents  and  secretaries,  and  their 
respective  seals  to  be  hereto  affixed,  the  day  and  year  first  above  written. 

Chicago  and  Great  Eastern  Railway  Company, 

By  JOSEPH  E.  YOUNG,  President. 

HENRY  J.  PAGE,  Secretary. 

Cincinnati  and  Chicago  Air  Line  Railroad  Company, 

By  HENRY  MORGAN,  President. 

J.  S.  HUNT,  Secretary. 

Duly  acknowledged  before  Thurman  C.  Annabal,  notary  public,  Cass 
county,  Indiana,  January  25,  1865. 

The  intersection,  joining  and  uniting  of  the  railroads  of  the  contract¬ 
ing  parties  named  in  the  foregoing  articles  or  agreement  of  consolida¬ 
tion,  and  the  merger  and  consolidation  of  the  property  and  stock  of  the 
respective  companies  with  each  other,  making  one  joint  stock  company  of 
the  two  railroads  thus  connected,  upon  the  terms  mutually  agreed  upon 
and  expressed  in  said  articles  or  agreement,  has  been  made  and  con¬ 
cluded  with  our  consent  and  by  our  directions,  and  we  hereby  fully 
approve  of  and  adopt  the  action  of  the  boards  of  directors  and  of  the 
presidents  and  secretaries  of  the  consolidating  companies  in  executing  the 
said  articles  and  in  completing  such  consolidation. 

In  witness  whereof,  we,  the  stockholders  in  and  corporators  of  the 
said  respective  companies,  have  hereunto  set  our  hands  and  seals  this 
25th  day  of  January,  in  the  year  of  our  Lord  one  thousand  eight  hundred 
and  sixty-five. 

Signed  by  nineteen  stockholders  of  the  Cincinnati  and  Chicago  Air 
Line  Railroad  Company,  owning  5000  shares. 

Signed  by  eighteen  stockholders  of  the  Chicago  and  Great  Eastern 
Railway  Company,  owning  22,581  shares. 

Filed  in  the  office  of  the  secretary  of  state  of  Illinois,  May  15,  1865. 


I 


CORPORATE  HISTORY. 


627 


DEED. 

Chicago  and  Great  Eastern  Railway  Company  (Third)  and  the 
Cincinnati  and  Chicago  Air  Line  Railroad  Company  to  the 
Chicago  and  Great  Eastern  Railway  Company  (Fourth). 

Dated  January  25,  1865. 

Conveying  railroads,  properties,  franchises  of  the  Chicago  and  Great  East¬ 
ern  Railway  Company  (Third)  and  the  Cincinnati  and 
Chicago  Air  Line  Railroad  Company, 

This  indenture,  made  the  twenty-fifth  day  of  January,  in  the  year  one 
thousand  eight  hundred  and  sixty-five,  between  the  Chicago  and  Great 
Eastern  Railway  Company,  a  corporation  formed  under  and  in  accord¬ 
ance  with  the  laws  of  the  states  of  Indiana  and  Illinois  (by  intersecting, 
joining  and  uniting  the  railroad  of  the  Chicago  and  Cincinnati  Railroad 
Company  with  the  railroad  of  the  Chicago  and  Great  Eastern  Railway 
Company,  as  heretofore  existing,  and  merging  and  consolidating  the 
property  and  stock  of  said  respective  companies),  party  of  the  first  part, 
the  Cincinnati  and  Chicago  Air  Line  Railroad  Company,  a  corporation 
organized  and  existing  under  and  by  virtue  of  the  laws  of  the  state  of 
Indiana,  party  of  the  second  part,  and  the  Chicago  and  Great  Eastern 
Railway  Company,  a  corporation  formed  under  and  in  accordance  with 
the  laws  of  the  states  of  Indiana  and  Illinois  (by  intersecting,  joining 
and  uniting  the  railroad  of  the  party  of  the  first  part  with  the  railroad 
of  the  party  of  the  second  part,  and  merging  and  consolidating  the 
property  and  stock  of  said  respective  companies),  party  of  the  third  part. 

Whereas,  Said  parties  of  the  first  and  second  parts  hereto  have,  under 
and  in  accordance  with  the  laws  of  the  states  of  Indiana  and  Illinois, 
intersected,  joined  and  united  their  respective  railroads,  and  merged 
and  consolidated  their  property  and  stock  with  each  other,  making  one 
joint  stock  company,  which  joint  stock  company  so  made  is  the  party 
of  the  third  part  hereto,  upon  terms  which  have  been  mutually  agreed 
upon  by  said  parties  of  the  first  and  second  parts,  and  are  expressed  in 
a  certain  consolidation  agreement,  bearing  even  date  with  these  presents 
and  executed  by  and  between  said  parties  of  the  first  and  second  parts; 
to  which  reference  is  hereby  had.  Now,  therefore,  this  indenture  wit- 
nesseth,  that  said  party  of  the  first  part,  in  consideration  of  the  premises 
and  of  the  grant  hereinafter  contained  and  expressed,  by  and  on  the 
part  of  said  party  of  the  second  part,  and  in  order  more  fully  to  com¬ 
plete  and  carry  into  effect  such  consolidation,  and  the  more  fully  and 
completely  to  vest  the  property,  estate,  rights,  interests  and  franchises 
of  said  party  of  the  first  part  in  said  party  of  the  third  part,  hath  granted, 
bargained,  sold,  released  and  conveyed,  and  by  these  presents  doth 
grant,  bargain,  sell,  release  and  convey  to  said  party  of  the  third  part,  its 
successors  and  assigns  forever,  all  the  railroad,  rolling  stock,  corporate 
property,  estate,  real  and  personal,  rights,  interests  and  franchises, 
whatsoever  and  wheresoever,  of  the  said  party  of  the  first  part,  to  have 
and  to  hold  all  and  singular  the  said  premises  unto  said  party  of  the 
third  part,  its  successors  and  assigns  forever. 


628  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

And  that  said  party  of  the  second  part,  in  consideration  of  the  premises 
and  of  the  grant  hereinbefore  contained  and  expressed  by  and  on  the 
part  of  said  party  of  the  first  part,  and  in  order  fully  and  completely  to 
carry  into  effect  such  consolidation  and  to  vest  the  property,  estate,  rights, 
interests  and  franchises  of  said  party  of  the  second  part  in  said  party  of 
the  third  part,  hath  granted,  bargained,  sold,  released  and  conveyed,  and 
by  these  presents  doth  grant,  bargain,  sell,  release  and  convey  to  said 
party  of  the  third  part,  its  successors  and  assigns  forever,  all  the  rail¬ 
road,  rolling  stock,  corporate  property,  estate,  real  and  personal,  rights, 
interests  and  franchises,  whatsoever  and  wheresoever,  of  said  party  of 
the  second  part,  to  have  and  to  hold  all  and  singular  the  said  premises 
unto  said  party  of  the  third  part,  its  successors  and  assigns  forever. 

In  witness  whereof,  the  said  parties  of  the  first  and  second  parts  have 
caused  these  presents  to  be  subscribed  by  their  respective  presidents  and 
secretaries,  and  their  respective  corporate  seals  to  be  affixed  hereto,  the 
day  and  year  first  above  written. 

Cincinnati  and  Chicago  Air  Line  Railroad  Company, 

By  HENRY  MORGAN,  President. 

J.  S.  HUNT,  Secretary. 

Chicago  and  Great  Eastern  Railroad  Company, 

By  JOSEPH  E.  YOUNG,  President. 

HENRY  J.  PAGE,  Secretary. 

The  words  “  carry  into  effect  such  consolidation  and  to  ”  were  inter¬ 
lined  prior  to  the  execution  hereof. 

W.  F.  WHITEHOUSE. 

Acknowledged  before  Thurman  C.  Annabal,  notary  public,  Cass  county, 
Indiana,  January  25,  1865. 


MORTGAGE. 

Chicago  and  Great  Eastern  Railway  Company  (Fourth)  to  Fred¬ 
erick  ScHUCHARDT  AND  HENRY  MORGAN,  TRUSTEES. 

Dated  February  24,  1865. 

Supplementary  to  mortgage  of  Chicago  and  Great  Eastern  Railway  Com¬ 
pany  (second),  dated  November  10,  1863,  and  to  more  effectually 
vest  in  the  trustees  the  title  to  the  railroad  and  property  formerly 
of  the  Chicago  and  Cincinnati  Railroad  Company. 

This  indenture,  made  this  twenty-fourth  day  of  February,  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  sixty-five,  between  the 
Chicago  and  Great  Eastern  Railway  Company,  a  corporation  formed 
and  constituted  under  and  in  accordance  with  the  laws  of  the  states  of 
Indiana  and  Illinois  (by  consolidating  the  property  and  stock  of  the 
Chicago  and  Great  Eastern  Railway  Company  as  existing  prior  to  such 
consolidation,  with  the  property  and  stock  of  the  Chicago  and  Cincin¬ 
nati  Railroad  Company,  and  by  further  consolidating  the  property  and 
stock  of  such  consolidated  company  with  the  property  and  stock  of  the 
Cincinnati  and  Chicago  Air  Line  Railroad  Company),  party  of  the  first 


CORPORATE  HISTORY.  629 

part,  and  Frederick  Schuchardt  and  Henry  Morgan,  of  the  city,  county 
and  state  of  New  York,  parties  of  the  second  part. 

Whereas,  By  a  certain  indenture  or  deed  of  trust,  in  the  nature  of  a 
mortgage  bearing  date  the  tenth  day  of  November,  in  the  year  of  our 
Lord,  one  thousand  eight  hundred  and  sixty-three,  made  by  and  be¬ 
tween  the  Chicago  and  Great  Eastern  Railway  Company  as  then  exist¬ 
ing,  and  the  parties  of  the  second  part  hereto,  the  said  Chicago  and 
Great  Eastern  Railway  Company,  as  then  existing,  did  grant,  bargain, 
sell,  transfer  and  convey  to  the  parties  of  the  second  part  hereto,  and  to 
their  successors  in  the  trust  thereby  created  and  assigns,  all  the  follow¬ 
ing  property  of  the  said  Chicago  and  Great  Eastern  Railway  Company, 
then  owned  or  thereafter  to  be  acquired,  that  is  to  say,  its  said  railroad 
from  the  city  of  Chicago,  in  the  state  of  Illinois,  to  the  city  of  Logans- 
port,  in  the  state  of  Indiana,  made  and  to  be  made,  including  the  right 
of  way  and  land  occupied  thereby,  with  its  superstructure,  and  all  other 
lands,  buildings  and  improvements,  rolling  stock,  machinery,  materials, 
furniture,  and  all  other  property,  real  and  personal,  pertaining  to  said 
•  road,  or  the  use  thereof,  then  owned  or  thereafter  to  be  acquired  by 
said  railway  company,  and  in  said  deed  of  trust  particularly  mentioned 
and  described,  together  with  all  the  tolls,  rents  and  income  to  be  derived 
therefrom,  and  all  franchises,  rights  and  privileges,  then  owned,  exercised 
or  held,  or  which  might  thereafter  be  owned,  exercised  or  held,  by  said 
railway  company,  of,  in,  to  or  concerning  the  same,  for  the  purpose,  as 
in  said  indenture  or  deed  of  trust  set  forth  and  expressed,  of  securing  the 
payment  of  the  principal  and  interest  of  certain  bonds  of  the  said  Chicago 
and  Great  Eastern  Railway  Company,  numbered  from  one  to  two  thou¬ 
sand,  both  inclusive,  for  one  thousand  dollars  each,  and  bearing  date 
and  payable  as  in  said  indenture  or  deed  of  trust  is  particularly  set  forth 
and  expressed,  all  which  said  bonds  were  and  are  in  and  by  said  inden¬ 
ture  or  deed  of  trust  declared  and  agreed  to  be  upon  an  equality  so  far 
as  regards  security  for  the  payment  thereof,  notwithstanding  the  same 
might  or  may  be  issued  at  different  times. 

And  whereas,  It  was  by  and  between  the  respective  parties  to  said  deed 
of  trust  understood  and  agreed  therein  and  thereby  declared,  that  of  the 
bonds  issued  under  and  secured  by  said  deed  of  trust  eleven  hundred  of 
the  same,  numbered  from  one  to  eleven  hundred,  both  inclusive,  and 
the  moneys  received  therefor  should  be  applied  solely  and  only  to  the 
construction  and  equipment  of  that  part  of  the  road  of  said  Chicago  and 
Great  Eastern  Railway  Company  which  lies  between  Chicago  and  a 
point  on  the  Chicago  and  Cincinnati  Railroad,  at  or  near  La  Crosse,  in 
the  state  of  Indiana;  and  that  the  remaining  nine  hundred  bonds  secured 
by  said  deed  of  trust  should  not  be  executed  by  said  Chicago  and  Great 
Eastern  Railway  Company,  nor  countersigned  by  said  trustees,  nor  sold 
by  the  said  railway  company,  until  the  same,  or  the  proceeds  thereof, 
should  be  required  by  said  Chicago  and  Great  Eastern  Railway  Company 
either  for  the  construction  and  equipment  of  that  part  of  its  said  road 
extending  from  said  point,  at  or  near  La  Crosse  aforesaid,  to  Logans- 
port,  or  for  the  purchase  and  equipment  of  and  consolidation  with  some 
railroad  existing  and  in  operation  between  these  points.  And  that  all 


63O  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  said  last  mentioned  bonds,  being  those  numbered  from  eleven  hun¬ 
dred  and  one  to  two  thousand,  both  inclusive,  and  the  moneys  received 
upon  the  sale  of  the  same,  and  the  whole  thereof  should  be  applied  as  the 
said  Chicago  and  Great  Eastern  Railway  Company  or  its  successors 
might  elect,  either  to  the  purchase  and  equipment  of  some  existing 
railroad  between  said  point  at  or  near  La  Crosse  aforesaid  and  Logans- 
port,  or  to  the  construction  and  equipment  of  that  part  of  the  line  of 
road  of  the  said  party  of  the  first  part,  which  extends  from  said  point 
at  or  near  La  Crosse  aforesaid  to  Logansport;  and  that  they  should  not, 
nor  should  any  portion  thereof,  be  otherwise  applied  or  appropriated. 

And  whereas,  It  was  by  and  between  the  respective  parties  to  said 
deed  of  trust  further  understood  and  agreed,  and  therein  and  thereby 
declared,  that  in  case  the  said  party  of  the  first  part  to  said  deed  of  trust, 
or  its  successors,  should  elect  to  purchase  and  consolidate  with  some 
existing  railroad  extending  from  said  point  at  or  near  La  Crosse  afore¬ 
said  to  Logansport,  instead  of  constructing  that  part  of  its  road  which 
lies  between  these  points,  then  and  in  that  case  the  railroad  so  purchased, 
with  its  appurtenances,  rolling  stock,  and  all  other  property  connected 
or  obtained  therewith,  should  be  and  should  be  deemed  and  taken  to  be 
embraced  in  and  covered  by  the  said  deed  of  trust  and  conveyed  thereby 
to  said  parties  of  the  second  part  thereto,  the  survivor  of  them,  their 
successors  in  said  trust  and  assigns  for  the  security  of  the  bonds  issued 
under  the  said  deed  of  trust  as  fully,  to  all  intents  and  purposes,  as 
though  the  same  were  therein  fully  and  particularly  described;  and  the 
said  party  of  the  first  part  to  said  deed  of  trust,  did  thereby  agree  to 
execute  and  deliver  all  such  additional  conveyance  or  further  assurance, 
as  counsel  learned  in  the  law,  might  reasonably  advise  for  the  more 
effectually  vesting  the  title  thereto  and  property  therein  in  said  parties 
of  the  second  part,  the  survivor  of  them  and  their  successors  in  said  trust 
and  assigns. 

And  whereas,  The  said  Chicago  and  Great  Eastern  Railway  Company, 
party  of  the  first  part  to  said  deed  of  trust,  has  issued  the  first  eleven 
hundred  of  the  bonds  mentioned  and  described  therein,  numbered  from 
one  to  eleven  hundred,  both  inclusive,  and  has  applied  the  proceeds 
thereof  to  the  construction  and  equipment  of  that  part  of  its  said  road 
which  lies  between  Chicago  and  a  point  at  or  near  La  Crosse  aforesaid, 
and  has  built  and  constructed  that  part  of  its  said  road;  and  has  con¬ 
solidated  its  property  and  stock  with  the  property  and  stock  of  the 
Chicago  and  Cincinnati  Railroad  Company,  a  corporation  formed  and 
existing  under  and  by  virtue  of  the  laws  of  the  state  of  Indiana,  and 
owning,  subject  to  certain  incumbrances  thereon,  a  railroad  extending 
from  Logansport  to  La  Crosse  aforesaid;  and  thence  to  Valparaiso,  in  the 
state  of  Indiana,  and  the  consolidated  company  so  formed  has  consoli¬ 
dated  its  property  and  stock  with  the  property  and  stock  of  the  Cincin¬ 
nati  and  Chicago  Air  Line  Railroad  Company,  a  corporation  formed 
and  existing  under  and  by  virtue  of  the  laws  of  said  state  of  Indiana. 

And  whereas,  By  said  several  consolidations,  the  party  of  the  first  part 
to  these  presents  has  been  formed  and  constituted  and  has  succeeded  to 
said  Chicago  and  Great  Eastern  Railway  Company,  the  party  of  the  first 
part  to  said  deed  of  trust,  and  also  to  the  said  Chicago  and  Cincinnati 


CORPORATE  HISTORY. 


63I 

Railroad  Company,  and  has  purchased  or  acquired,  and  has  become 
and  is  the  owner  of  and  possessed  of  all  the  rights,  franchises,  powers, 
railroads  and  property  of  the  said  companies  respectively,  subject  to  the 
rights  of  the  parties  of  the  second  part  to  these  presents,  in,  to  and 
over  the  same,  and  also  subject  as  to  the  railroad  and  property  of  said 
Chicago  and  Cincinnati  Railroad  Company  to  the  incumbrances  existing 
thereon. 

And  whereas,  The  aforesaid  remaining  nine  hundred  of  said  bonds 
mentioned  in  and  secured  by  said  deed  of  trust  are  now  required  by 
said  party  of  the  first  part  to  these  presents  for  the  purchase,  acquisi¬ 
tion  and  equipment  of  said  railroad  of  the  Chicago  and  Cincinnati  Rail¬ 
road  Company  between  said  point  at  or  near  La  Crosse  aforesaid  and 
Logansport  and  said  party  of  the  first  part  hereto,  has  resolved,  as  in 
said  deed  of  trust  it  was  contemplated  and  provided  should  be  done,  to 
issue  said  remaining  nine  hundred  bonds,  numbered  from  eleven  hun¬ 
dred  and  one  to  two  thousand,  both  inclusive,  and  with  the  same  or  the 
proceeds  thereof  to  pay  for  and  equip  said  railroad  between  said  point 
at  or  near  La  Crosse  aforesaid  and  Logansport,  and  to  pay  and  dis¬ 
charge  the  incumbrances  thereon  existing  at  the  time  of  the  aforesaid 
consolidation. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  party  of  the 
first  part  to  these  presents,  in  pursuance  of  the  aforesaid  covenant  for 
further  assurance  in  the  aforesaid  deed  of  trust  contained  and  expressed, 
as  also  for  and  in  consideration  of  the  sum  of  one  dollar,  to  it  paid  at 
or  before  the  sealing  and  delivery  of  these  presents,  the  receipt  whereof 
is  hereby  acknowledged,  hath  granted,  sold,  released,  aliened,  conveyed 
and  confirmed,  and  by  these  presents  doth  grant,  sell,  release,  alien, 
convey  and  confirm  to  the  said  parties  of  the  second  part,  and  the  sur¬ 
vivor  of  them  and  to  their  successors  in  said  trust  and  assigns,  all  and 
singular  the  railroad  formerly  of  the  said  Chicago  and  Cincinnati  Rail¬ 
road  Company,  purchased  or  acquired  as  hereinbefore  stated,  under  and 
by  the  consolidations  aforesaid,  and  extending  from  Logansport,  in 
said  state  of  Indiana  to  La  Crosse  aforesaid,  made  or  to  be  made,  in¬ 
cluding  the  right  of  way  and  land  occupied  thereby,  together  with  the 
superstructure  and  tracks  thereon,  or  to  be  put  thereon,  and  all  the 
rails  and  other  materials  used  thereon  or  procured  therefor,  including 
all  iron,  rails  and  other  materials  and  property  purchased  or  to  be  pur¬ 
chased  for  the  same,  depots,  depot  grounds  and  the  buildings  thereon, 
or  to  be  constructed  thereon,  cattle  yards,  gravel  pits  and  other  lands,  with 
the  appurtenances  and  improvements  thereon,  bridges,  viaducts,  cul¬ 
verts,  fences,  switches,  turn-tables,  warehouses,  water  stations,  and  all 
other  structures,  engines,  tenders,  cars,  tools,  materials,  machinery, 
furniture,  and  all  other  property,  real  or  personal,  pertaining  to  said  last 
mentioned  piece  of  railroad  or  to  the  using  thereof,  now  owned  or  here¬ 
after  to  be  owned  by  said  party  of  the  first  part  and  used  in  connection 
with  the  said  road,  hereby  ratifying  and  in  all  things  confirming  the  con¬ 
veyance  made  or  intended  to  be  made  by,  and  the  covenants,  stipula¬ 
tions  and  agreements  contained  in  the  said  deed  of  trust  hereinbefore 
mentioned. 

To  have  and  to  hold  all  and  singular  the  said  premises  and  property 


632  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


herein  mentioned  and  conveyed,  or  intended  to  be  conveyed,  and  every 
part  and  parcel  thereof,  with  the  appurtenances,  unto  the  said  parties 
of  the  second  part,  the  survivor  of  them  and  their  successors  in  said 
trust  and  assigns,  in  the  manner,  for  the  purposes  and  upon  the  trusts 
created  and  declared  in  and  by  said  deed  of  trust,  and  for  the  benefit 
and  security  of  the  holders  and  such  as  may  become  the  holders  of  the 
bonds,  and  each  and  every  of  them  therein  mentioned. 

And  the  said  Chicago  and  Great  Eastern  Railway  Company,  the  party 
of  the  first  part  to  these  presents,  further  covenants,  for  the  considera¬ 
tion  herein  and  in  said  deed  of  trust  expressed,  to  make,  execute,  ac¬ 
knowledge  and  deliver  every  such  further  act  and  acts,  conveyances  and 
assurances  in  the  law  whatsoever,  for  the  further,  better  and  more 
effectual  conveying  and  securing  of  all  and  singular  the  premises  here¬ 
inbefore  and  in  said  deed  of  trust  mentioned  to  the  said  parties  of  the 
second  part,  the  survivor  of  them,  their  successor  or  successors  in  the 
said  trust  and  assigns,  and  for  more  effectually  carrying  into  effect  the 
objects  of  said  trust,  and  more  particularly  for  the  conveyance  of  any 
property  acquired  by  the  said  party  of  the  first  part,  by  reason  of  or 
through  or  by  the  consolidation  aforesaid  and  comprehended  in  the 
description  of  the  premises  contained  in  said  deed  of  trust,  as  by  the 
said  parties  of  the  second  part,  the  survivor  of  them,  or  their  successors 
in  said  trust  and  assigns,  or  by  their  counsel  learned  in  the  law  shall  be 
reasonably  desired,  advised  or  required. 

In  witness  whereof,  the  said  Chicago  and  Great  Eastern  Railway  Com¬ 
pany,  party  of  the  first  part,  has  caused  these  presents  to  be  signed  by 
its  president  and  secretary,  and  its  corporate  seal  to  be  hereto  affixed, 
the  day  and  year  first  above  written. 

Chicago  and  Great  Eastern  Railroad  Company, 

By  WILLIAM  D.  JUDSON,  President. 


Company’s 

Corporate 

Seal. 


Attest: 

AMOS  TENNEY,  Secretary. 

Signed,  sealed  and  delivered  in  the  presence  of 
JAMES  S.  DOWDY,  J  Revenue  I 
MOSES  B.  MACLAY.  '  tamp* 


Duly  acknowledged  before  Moses  B.  Maclay,  notary  public  and  com¬ 
missioner  for  Indiana  in  the  city  of  New  York,  February  25,  1865. 

Recorded,  Lake  county,  Indiana,  March  9,  1865,  Book  M,  page  121; 
and  in  other  counties  along  the  line. 


MORTGAGE. 

Chicago  and  Great  Eastern  Railway  Company  (Fourth)  to  George 
N.  Titus  and  James  D.  Fish,  Trustees. 

Dated  April  1,  1865. 

Securing  $5,600,000  bonds  of  $1000  each,  dated  April  1,  1865,  payable 
April  1,  1895,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  first  day  of  April,  in  the  year  one  thousand 
eight  hundred  and  sixty-five,  between  the  Chicago  and  Great  Eastern 


CORPORATE  HISTORY. 


633 


Railway  Company,  a  corporation  formed  and  constituted  under  and  in 
accordance  with  the  laws  of  the  states  of  Indiana  and  Illinois,  party  of 
the  first  part,  and  George  N.  Titus  and  James  D.  Fish,  of  the  city  and 
state  of  New  York,  parties  of  the  second  part. 

Whereas,  On  the  first  day  of  August,  i860,  a  corporation,  then  exist¬ 
ing  under  the  laws  of  said  state  of  Indiana,  and  known  as  the  Cincinnati 
and  Chicago  Air  Line  Railroad  Company,  by  a  certain  deed  of  trust  in 
the  nature  of  a  mortgage,  dated  on  that  day,  did  grant,  bargain,  sell, 
convey  and  transfer  unto  Matthew  Morgan  and  Frederick  Schuchardt, 
of  the  city  of  New  York,  trustees,  all  its  railroad  extending  from  the 
city  of  Richmond,  Wayne  county,  in  said  state  of  Indiana,  to  the  city 
of  Logansport,  in  Cass  county,  in  said  state,  with  the  appurtenances 
thereof,  and  all  other,  the  corporate  property,  effects  and  franchises  of 
said  company,  as  in  said  indenture  or  deed  of  trust  is  more  particularly 
stated. 

To  have  and  to  hold  the  same  unto  the  said  Matthew  Morgan  and 
Frederick  Schuchardt,  and  their  survivor  and  successors,  as  security  for 
the  payment  of  certain  bonds  made  and  issued  by  said  company  to  the 
aggregate  amount  of  one  million  six  hundred  thousand  dollars,  with 
interest  coupons  annexed,  fourteen  hundred  of  said  bonds  being  of  the 
denomination  of  one  thousand  dollars  each,  numbered  consecutively 
from  one  (1)  to  fourteen  hundred  (1400),  both  inclusive;  two  hundred 
thereof  being  of  the  denomination  of  five  hundred  dollars  each,  num¬ 
bered  consecutively  from  fourteen  hundred  and  one  (1401)  to  sixteen 
hundred  (1600),  both  inclusive,  and  two  hundred  and  fifty  thereof  being 
of  the  denomination  of  four  hundred  dollars  each,  numbered  consecutively 
from  sixteen  hundred  and  one  (1601)  to  eighteen  hundred  and  fifty 
(1850),  both  inclusive;  all  of  which  bonds  bear  date  the  first  day  of 
August,  i860,  are  payable  on  the  first  day  of  August,  1890,  and  are  now 
outstanding  and  unpaid. 

And  whereas,  In  pursuance  of  an  agreement  made  the  first  day  of 
December,  one  thousand  eight  hundred  and  sixty-two,  between  said 
Cincinnati  and  Chicago  Air  Line  Railroad  Company,  of  the  first  part, 
the  holders  of  certain  of  said  bonds  secured  by  said  last  mentioned  deed 
of  trust,  of  the  second  part,  and  said  Frederick  Schuchardt,  surviving 
trustee,  etc.,  of  the  third  part,  the  payment  of  coupons  for  the  interest 
which  matured  on  certain  of  said  bonds  on  and  prior  to  the  first  day  of 
February,  1865,  to  the  aggregate  amount  of  three  hundred  and  eighteen 
thousand  eight  hundred  and  fifty-nine  dollars  was  deferred  by  the  re¬ 
spective  holders  thereof  until  the  first  day  of  November,  1886,  and  the 
said  company  issued  to  such  holders  its  sinking  fund  bonds  and  scrip 
certificates  to  said  last  mentioned  amount,  payable  on  said  first  day  of 
November,  1886,  with  interest  after  the  first  day  of  November,  1863. 

And  whereas,  Coupons  for  interest  on  the  residue  of  said  first  men¬ 
tioned  bonds  which  matured  on  and  prior  to  said  first  day  of  February, 
1865,  amounting  to  twenty-eight  thousand  one  hundred  and  forty-one 
dollars,  have  not  been  funded  under  said  agreement  nor  paid  by  said 
company. 

And  whereas,  On  the  tenth  day  of  November,  one  thousand  eight  hun- 


634  PITTSBURGH.  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

dred  and  sixty-three,  a  corporation  then  existing  under  the  laws  of  the 
states  of  Indiana  and  Illinois,  and  known  as  the  Chicago  and  Great 
Eastern  Railway  Company,  by  a  certain  deed  of  trust  in  the  nature  of  a 
mortgage,  dated  on  that  day,  did  grant,  bargain,  sell,  convey  and  transfer 
unto  Frederick  Schuchardt  and  Henry  Morgan,  trustees,  its  railroad, 
from  the  city  of  Chicago,  in  the  state  of  Illinois,  to  the  city  of  Logans- 
port,  in  the  state  of  Indiana,  with  the  appurtenances  thereof,  and  all 
other  the  corporate  property,  effects  and  franchises  of  said  company,  as 
in  said  indenture  or  deed  of  trust  is  more  particularly  stated. 

To  have  and  to  hold  the  same  unto  the  said  Frederick  Schuchardt 
and  Henry  Morgan,  their  survivors  and  successors,  as  security  for  the 
payment  of  certain  bonds  made  and  issued  by  said  last  mentioned  com¬ 
pany  to  the  aggregate  amount  of  two  millions  of  dollars,  with  interest 
coupons  annexed,  numbered  from  one  (1)  to  two  thousand  (2000),  both 
inclusive,  for  one  thousand  dollars  each,  all  of  which  last  mentioned 
bonds  bear  date  the  tenth  day  of  November,  1863,  are  payable  on  the  first 
day  of  October,  one  thousand  eight  hundred  and  ninety-three,  and  are  now 
outstanding  and  unpaid. 

And  whereas,  On  the  twenty-fifth  day  of  January,  1865,  the  said 
Chicago  and  Great  Eastern  Railway  Company  last  mentioned  and  the 
Chicago  and  Cincinnati  Railroad  Company,  a  corporation  formerly 
existing  under  the  laws  of  said  state  of  Indiana,  joined  and  united  their 
respective  railroads,  and  merged  and  consolidated  the  property  and 
stock  of  their  respective  companies,  under  and  in  accordance  with  the 
laws  of  the  states  of  Indiana  and  Illinois,  making  one  corporation  of 
said  two  railroads  thus  connected,  extending  from  the  city  of  Chicago, 
in  the  state  of  Illinois,  to  the  city  of  Logansport,  in  the  state  of  Indiana; 
and  afterwards,  on  the  same  day,  said  corporation  last  mentioned,  and 
the  said  Cincinnati  and  Chicago  Air  Line  Railroad  Company  joined  and 
united  their  respective  railroads,  and  merged  and  consolidated  the 
property  and  stock  of  their  respective  companies  under  and  in  accord¬ 
ance  with  the  laws  of  said  states  of  Illinois  and  Indiana;  making  one 
corporation  of  said  railroads  thus  connected,  extending  from  Chicago 
aforesaid  to  the  city  of  Richmond,  in  the  said  state  of  Indiana,  by  the 
name  of  the  Chicago  and  Great  Eastern  Railway  Company,  the  party  of 
the  first  part  to  these  presents. 

And  whereas,  By  said  several  consolidations  the  party  of  the  first  part 
to  these  presents  has  succeeded  to  said  Chicago  and  Great  Eastern  Rail¬ 
way  Company,  as  formerly  existing,  the  said  Chicago  and  Cincinnati 
Railroad  Company,  and  the  said  Cincinnati  and  Chicago  Air  Line  Rail¬ 
road  Company,  and  has  become  and  now  is  the  owner  and  in  possession 
of  the  several  railroads,  corporate  property  and  franchises  of  said  three 
companies  last  mentioned,  subject  as  to  the  railroad  and  corporate  prop¬ 
erty  which  formerly  belonged  to  said  Chicago  and  Great  Eastern  Rail¬ 
way  Company  and  the  said  Cincinnati  and  Chicago  Air  Line  Railroad 
Company  respectively,  to  the  deeds  of  trust  executed  by  them  as  aforesaid. 

And  whereas,  Said  party  of  the  first  part  to  these  presents,  in  com¬ 
pliance  with  the  expressed  desire  of  a  large  number  of  the  holders  of 
said  bonds  and  scrip  of  the  Cincinnati  and  Chicago  Air  Line  Railroad 


CORPORATE  HISTORY. 


635 


Company,  and  of  the  Chicago  and  Great  Eastern  Railway  Company,  as 
formerly  existing,  has  resolved  to  issue  its  own  bonds  to  the  aggregate 
amount  of  said  bonds  of  said  respective  companies,  and  the  scrip  and 
unfunded  coupons  of  the  Cincinnati  and  Chicago  Air  Line  Railroad 
Company  being  for  three  millions  nine  hundred  and  forty-seven  thou¬ 
sand  dollars,  to  be  secured  by  a  mortgage  of  its  entire  railroad,  corporate 
property,  income  and  franchises,  and  to  exchange  such  bonds  for  said 
bonds,  scrip  and  unfunded  coupons  of  said  respective  companies;  and 
has  also  resolved  to  pip-chase  and  transport  to  its  railroad  such  rolling 
stock,  property  and  machinery,  and  to  construct  such  depots,  station 
and  freight  houses,  buildings  and  other  works  as  may  be  necessary  for 
the  completion,  equipment  and  efficient  operation  of  the  entire  line  of  its 
railroad  from  Chicago  to  Richmond  aforesaid,  at  an  estimated  expense 
therefor  not  to  exceed  one  million  three  hundred  and  fifty-three  thou¬ 
sand  dollars,  and  to  borrow  the  money  necessary  for  that  purpose,  and 
for  securing  the  payment  of  the  money  so  borrowed,  and  any  indebtedness 
that  may  be  contracted  by  said  party  of  the  first  part,  in  and  by  such 
purchases,  and  for  such  transportation  or  construction,  to  execute  and 
deliver  its  bonds  to  said  amount  to  the  persons  or  parties-  lending  such 
money,  furnishing  such  rolling  stock,  equipment  and  machinery,  or 
doing  work  in  and  about  the  construction  or  completion  of  said  railroad, 
and  to  secure  the  payment  of  such  bonds  under  the  same  mortgage  last 
mentioned,  to  the  end  that  the  indebtedness  of  said  party  of  the  first 
part  to  these  presents,  and  all  the  existing  liens  on  its  property,  may  be 
represented  by  one  series  of  bonds  secured  by  one  mortgage  upon  its 
entire  property  and  franchises. 

And  whereas,  For  the  purpose  and  with  the  intent  aforesaid,  said  party 
of  the  first  part  to  these  presents  has  resolved  to  execute  a  series  of  five 
thousand  three  hundred  bonds,  numbered  consecutively  from  one  (1)  to 
five  thousand  three  hundred  (5300),  both  inclusive,  for  one  thousand 
dollars  each,  bearing  even  date  herewith,  payable  to  George  N.  Titus 
and  James  D.  Fish  or  bearer,  in  the  city  of  New  York,  on  the  first  day 
of  April,  in  the  year  one  thousand  eight  hundred  and  ninety-five,  with 
interest  thereon  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi¬ 
annually,  on  the  first  days  of  April  and  October  in  each  year,  after  the 
date  thereof,  each  bond  containing  a  provision  for  the  conversion  thereof 
into  the  capital  stock  of  said  company,  at  par,  at  its  office  or  agency  in 
the  city  of  New  York,  on  the  last  Wednesday  of  March,  one  thousand 
eight  hundred  and  seventy-five,  or  any  preceding  year.  Also  subjecting 
the  same  to  the  terms  and  provisions  of  the  agreement  hereinafter  ex¬ 
pressed,  for  the  creation  of  a  sinking  fund,  and  entitling  the  holder 
thereof  to  all  the  benefits  that  may  be  derived  therefrom.  All  which 
said  bonds,  when  issued,  shall  be  upon  an  equality,  so  far  as  regards 
security  for  payment  by  these  presents,  notwithstanding  the  same  may 
be  issued  at  different  times;  it  being  understood  and  agreed  that  this 
mortgage,  to  the  extent  of  all  bonds  issued  thereunder  and  secured 
thereby,  shall  be  and  is  hereby  declared  to  be  the  first  lien  upon  all 
property  purchased  or  acquired  with  said  bonds,  or  any  of  them,  or  the 
proceeds  thereof,  each  of  said  bonds  being  authenticated  by  a  certificate 


636  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

thereon,  signed  by  the  parties  of  the  second  part  hereto,  or  by  the  sur¬ 
vivor  of  them,  or  by  their  successors  in  the  trust  hereby  created;  the 
said  party  of  the  first  part  hereby  expressly  reserving  the  right  at  any 
time  hereafter  to  execute  and  issue,  under  the  provisions  of  this  mort¬ 
gage,  an  additional  number  of  bonds  to  the  amount  of  three  hundred 
thousand  dollars,  to  be  numbered  from  five  thousand  three  hundred  and 
one  (5301)  to  five  thousand  six  hundred  (5600),  both  inclusive;  which 
when  issued  shall  be  on  an  equal  security  hereunder  with  other  bonds 
first  described,  it  being,  however,  agreed,  that  no  part  of  said  additional 
bonds  shall  be  issued  except  in  payment  of  or  exchange  for  an  equal 
amount  of  bonds  of  the  New  Castle  and  Richmond  Railroad  Company, 
dated  February  25,  1852,  secured  by  a  mortgage  to  Joseph  B.  Varnum 
and  George  Carlisle  on  twenty-seven  miles  of  said  railroad  between  New 
Castle  and  Richmond. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  party  of  the 
first  part  to  these  presents,  in  order  to  secure  the  payment  of  its  said 
bonds  and  interest  thereon,  and  in  consideration  of  the  sum  of  one  dollar 
to  it  at  the  time  of  the  ensealing  and  delivery  hereof,  in  hand  paid  by 
said  parties  of  the  second  part,  the  receipt  whereof  is  hereby  acknowl¬ 
edged,  has  granted,  bargained,  sold,  transferred  and  conveyed,  and  by 
these  presents  does  grant,  bargain,  sell,  transfer  and  convey  to  said 
parties  of  the  second  part,  and  to  their  survivors  and  successors  in  the 
trust  hereby  created,  and  assigns,  all  the  following  present  and  in  future 
to  be  acquired  property  of  said  party  of  the  first  part,  that  is  to  say:  Its- 
said  railroad  from  the  city  of  Chicago,  in  the  state  of  Illinois,  to  the  city 
of  Richmond,  in  the  state  of  Indiana,  with  all  additions  that  may  be 
made  thereto  between  said  termini  thereof,  including  the  right  of  way 
and  land  occupied  thereby,  together  with  the  superstructure  and  tracks- 
thereon,  or  to  be  put  thereon,  all  buildings  and  structures  thereon,  or 
that  may  hereafter  be  placed  thereon,  all  engines,  machinery,  rolling 
stock  and  other  property,  real  or  personal,  pertaining  to  said  road  or 
the  using  thereof,  now  owned  or  to  be  hereafter  acquired  and  owned  by 
said  party  of  the  first  part,  together  with  all  the  tolls,  rents  and  income 
to  be  had,  levied  or  derived  from  said  railroad,  and  all  franchises,  rights 
and  privileges  now  owned,  exercised  or  held,  or  which  may  be  hereafter 
owned,  exercised  or  held  by  said  party  of  the  first  part,  of,  in,  to  or 
concerning  the  same. 

To  have  and  to  hold  the  said  premises,  and  every  part  thereof,  with  the 
appurtenances,  unto  the  said  parties  of  the  second  part,  and  their  sur¬ 
vivors  and  successors  in  said  trust  and  assigns,  subject  to  the  possession,, 
control  and  management  of  the  party  of  the  first  part  hereto,  its  suc¬ 
cessors  and  assigns  so  long  as  it  or  they  shall,  well  and  truly  perform  the 
stipulations  of  said  bonds  and  the  covenants  of  this  indenture,  upon  the 
following  trusts,  that  is  to  say:  That  if  the  said  party  of  the  first  part 
hereto,  its  successors  or  assigns  shall  fail  to  pay  the  principal  or  any 
part  thereof,  or  any  of  the  interest,  or  any  of  the  said  bonds,  at  any 
time,  when  the  same  shall  become  due  and  payable  according  to  the 
tenor  thereof  when  demanded,  then,  after  sixty  days  after  such  default,, 
upon  the  request  of  the  holder  of  such  bond,  the  said  parties  of  the  second 


CORPORATE  HISTORY. 


63  7 


part,  or  their  survivor  or  successors  in  said  trust,  or  assigns,  may  enter 
and  take  possession  of  all  or  any  part  of  said  premises:  and  as  the 
attorneys  in  fact  or  agents  of  said  party  of  the  first  part  hereto,  by  them¬ 
selves  or  himself,  or  by  his  or  their  agents  or  substitutes  duly  consti¬ 
tuted,  have,  use  and  employ  the  same,  making  from  time  to  time  all 
needful  repairs,  alterations  and  additions  thereto;  and  after  deducting 
the  expenses  of  such  use,  repairs,  alterations  and  additions,  apply  the 
proceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all  said 
bonds  remaining  unpaid;  or  the  said  parties  of  the  second  part,  the 
survivor  of  them,  his  or  their  successors  in  said  trust  and  assigns,  at 
his  or  their  discretion,  may,  or  on  the  written  request  of  the  holders  of 
at  least  a  majority  of  the  said  bonds  then  unpaid,  shall  cause  the  said 
premises,  or  so  much  thereof  as  shall  be  necessary  to  pay  the  principal 
and  interest  of  all  such  bonds  as  may  then  be  unpaid,  to  be  sold  at  public 
auction  in  the  city  of  New  York,  or  in  the  city  of  Chicago,  in  the  state 
of  Illinois,  giving  at  least  sixty  days’  notice  of  the  time  and  place  and 
terms  of  such  sale,  and  of  the  specific  property  to  be  sold,  by  publishing 
the  same  in  one  newspaper,  in  good  circulation  in  each  of  the  said  cities 
of  New  York,  Chicago,  Logansport  and  Richmond,  and  upon  such  sale 
shall  execute  to  the  purchaser  or  purchasers  thereof  a  good  and  sufficient 
deed  of  conveyance,  in  fee  simple  for  the  same,  which  shall  be  a  bar 
against  the  said  party  of  the  first  part  hereto,  its  successors  and  assigns, 
and  all  persons  claiming  under  it  or  them,  of  all  right,  title,  interest  or 
claim  in  or  to  said  premises,  or  any  part  thereof.  And  the  said  parties 
of  the  second  part,  the  survivor  of  them,  and  his  and  their  successors 
in  said  trust  or  assigns,  shall,  after  deducting  from  the  proceeds  of  said 
sale  the  costs  and  expenses  thereof  and  of  managing  such  property, 
apply  so  much  of  the  proceeds  as  may  be  necessary  for  the  payment  of 
said  principal  and  interest  due  and  unpaid  on  said  bonds,  and  shall 
restore  the  residue  thereof,  if  any  there  should  be,  to  the  said  party  of 
the  first  part  hereto,  its  successors  or  assigns,  it  being  hereby  expressly 
understood  and  agreed,  that  in  no  case  shall  any  claim  or  advantage  be 
taken  of  any  valuation,  appraisement  or  extension  laws  by  the  said 
railway  company,  its  successors  or  assigns,  nor  any  injunction  or  stay 
of  proceedings  or  any  process  be  applied  for,  obtained  or  had  by  it,  or 
them,  or  any  of  them,  to  prevent  such  entry  or  sale  as  is  hereinbefore 
provided  for. 

And  the  said  party  of  the  first  part  hereto  hereby  covenants  and  agrees, 
for  the  consideration  aforesaid,  to  execute  and  deliver  any  further  rea¬ 
sonable  and  necessary  conveyance  of  said  premises  and  property,  or  any 
part  thereof,  to  the  parties  of  the  second  part,  or  to  their  survivor,  suc¬ 
cessors  in  said  trust  or  assigns,  for  the  more  effectual  vesting  the  premises 
and  property  hereby  granted,  or  intended  to  be,  in  said  parties  of  the 
second  part,  and  the  survivor  of  them,  and  his  or  their  successors  in 
said  trust  or  assigns,  and  for  the  more  fully  carrying  into  effect  the 
objects  hereof,  particularly  for  the  conveyance  of  any  property  subse¬ 
quently  to  the  date  hereof  acquired  by  the  party  of  the  first  part,  or  its 
successors,  and  comprehended  in  the  description  of  the  premises  and 
property  contained  herein,  that  by  the  said  parties  of  the  second  part, 


638  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


their  survivor,  successors  or  assigns,  or  their  counsel  learned  in  the  law, 
shall  reasonably  advise  or  require.  And  it  is  expressly  understood  and 
agreed  that  of  said  bonds  secured  by  these  presents,  nineteen  hundred 
and  forty-seven  (1947),  both  inclusive,  shall  be  deposited  with  said  parties 
of  the  second  part  hereto,  to  be  by  them,  or  their  survivor  or  successors 
in  the  trust  hereby  created,  exchanged  dollar  for  dollar  for  said  outstand¬ 
ing  bonds  of  the  Cincinnati  and  Chicago  Air  Line  Railroad  Company, 
dated  August  1,  i860,  for  said  unfunded  coupons  annexed  thereto,  and 
for  said  sinking  fund  bonds  and  scrip  certificates  of  said  company, 
issued  for  funded  coupons  as  above  stated;  that  two  thousand  of  said 
bonds  secured  by  these  presents,  numbered  from  nineteen  hundred  and 
forty-eight  (1948)  to  thirty-nine  hundred  and  forty-seven  (3947),  both 
inclusive,  shall  be  deposited  with  said  parties  of  the  second  part  hereto, 
to  be  by  them,  or  their  survivor,  or  successors  in  said  trust,  exchanged 
dollar  for  dollar  for  said  bonds  of  the  Chicago  and  Great  Eastern  Rail¬ 
way  Company,  dated  November  10,  1863,  and  that  said  bonds,  numbered 
from  one  (1)  to  three  thousand  nine  hundred  and  forty-seven  (3947),  both 
inclusive,  shall  not,  nor  shall  any  or  either  of  them,  be  used  for  or 
applied  to  any  other  or  different  purposes;  it  being  understood  and  agreed 
that  such  outstanding  bonds,  unfunded  coupons  and  scrip  certfficates  as 
shall  be  so  exchanged,  shall  be  marked  to  designate  the  numbers  of  the 
bonds  of  said  party  of  the  first  part  hereto,  issued  in  exchange  therefor, 
and  shall  be  deposited  with  and  held  by  said  parties  of  the  second  part, 
their  survivors  and  successors  in  trust  for  said  party  of  the  first  part,  and 
for  the  protection  of  the  respective  parties  so  surrendering  the  same, 
or  any  of  them,  in  exchange  as  aforesaid,  until  all  said  outstanding 
bonds,  unfunded  coupons  and  scrip  certificates  of  the  respective  issues 
last  referred  to  shall  have  been  exchanged  as  herein  provided,  to  the  end 
that  no  preference  in  security  shall  be  in  any  wise  acquired  by  any 
holder  of  any  of  said  bonds,  coupons  or  certificates  who  shall  not  sur¬ 
render  the  same  for  exchange  as  aforesaid,  and  when  all  of  said  bonds, 
coupons  and  certificates  shall  have  been  so  exchanged,  the  same  shall  be 
cancelled,  and  the  signatures  thereto,  and  to  the  coupons  annexed  to 
said  bonds,  shall  be  effaced.  Also,  that  such  of  the  aforesaid  New  Castle 
and  Richmond  Railroad  Company  bonds  as  may  be  exchanged  as  here¬ 
inbefore  provided  shall  be  marked  deposited  and  held  in  trust,  in  the 
same  manner  and  for  the  like  purposes  as  last  above  expressed,  until 
all  of  said  issue  of  bonds  shall  have  been  exchanged  as  aforesaid  when 
the  same  shall  be  cancelled.  Also,  that  thirteen  hundred  and  fifty-three 
of  said  bonds,  secured  by  these  presents,  numbered  from  three  thousand 
nine  hundred  and  forty-eight  (3948)  to  five  thousand  three  hundred 
(53°°)»  both  inclusive,  and  the  moneys  received  upon  the  sale  of  the  same, 
and  the  whole  thereof,  shall  be  faithfully  and  with  due  diligence  used 
and  applied  by  said  party  of  the  first  part  to  these  presents,  in  and  to  the 
purchase  of  such  rolling  stock,  machinery  and  property,  and  the  con¬ 
struction  of  such  depots,  stations  and  buildings  and  the  doing  of  such 
work  as  may  be  necessary  for  the  complete  equipment  and  working  of 
the  entire  line  of  its  said  railroad. 

And  the  said  Chicago  and  Great  Eastern  Railway  Company,  the  party 


CORPORATE  HISTORY. 


639 


of  the  first  part  hereto,  for  the  consideration  aforesaid,  hereby  covenants 
and  agrees  with  said  parties  of  the  second  part,  and  each  and  every  party 
who  shall  be  or  become  the  owner  of  any  or  either  of  its  aforesaid  bonds, 
that  it  will  create  and  keep  up  a  sinking  fund  for  the  redemption  of  such 
bonds,  and  each  of  them,  by  depositing  with  said  parties  of  the  second 
part  hereto,  their  survivor  or  successors  in  said  trust,  on  the  fifteenth  day 
of  March,  one  thousand  eight  hundred  and  sixty-nine,  and  on  the  fifteenth 
day  of  March,  on  each  and  every  year  thereafter,  until  the  maturity  of 
all  said  bonds,  a  sum  equal  to  one  per  cent,  of  the  principal  amount  of 
all  such  bonds  not  previously  converted  into  the  capital  stock  of  said 
company,  and  by  paying  to  them  or  him  all  the  interest  which  shall 
accrue  from  time  to  time  upon  all  the  bonds  which  shall  be  redeemed 
by  them  or  him  as  hereinafter  provided.  And  it  is  understood  and  agreed 
that  all  moneys  so  deposited  and  paid  shall  be  held  by  them,  their  sur¬ 
vivor  or  successors  in  said  trust  as  a  sinking  fund  for  said  outstanding 
bonds,  of  said  party  of  the  first  part,  and  that  the  same  shall  be  applied 
to  the  redemption  of  such  of  said  bonds  as  shall  have  been  designated  in 
the  manner  hereinafter  provided,  without  regard  to  the  time  of  the 
maturity  of  such  bond  or  bonds.  And  the  said  party  of  the  first  part 
hereto  does  further  covenant  and  agree  as  aforesaid  that  the  numbers 
of  such  outstanding  bonds  as  may  from  time  to  time  be  entitled  to  re¬ 
demption  from  said  sinking  fund  shall  be  ascertained  and  determined  by 
lot  at  the  office  or  agency  of  said  company  in  the  city  of  New  York  on 
the  last  Wednesday  of  January,  one  thousand  eight  hundred  and  sixty- 
nine,  and  each  year  thereafter,  until  the  maturity  of  all  said  bonds,  at 
12  o’clock  noon,  in  the  presence  of  such  bondholders  as  may  choose  to 
attend;  and  that  notice  shall  be  given  by  publications  in  one  or  more 
newspapers  in  the  city  of  New  York  of  the  numbers  of  the  bonds  that 
shall  from  time  to  time  be  drawn  as  aforesaid.  And  the  said  party  of 
the  first  part  doth  further  covenant  and  agree  that  the  bonds  whose 
numbers  may  be  drawn,  and  notice  thereof  given  as  aforesaid,  shall  be 
redeemed  at  par  from  said  sinking  fund  on  the  first  day  of  April,  then 
next,  on  the  presentation  and  surrender  of  the  same,  with  all  the  coupons 
not  then  due  to  said  parties  of  the  second  part,  their  survivor  or  succes¬ 
sors  in  the  trust. 

And  it  is  hereby  stipulated  and  provided  that  the  right  of  the  holder 
or  holders  of  said  bonds,  the  numbers  of  which  may  have  been  so  drawn 
to  claim  or  demand  interest  thereon  from  said  company,  shall,  on  and 
after  said  first  day  of  April,  cease  and  determine. 

And  it  is  hereby  mutually  agreed,  and  these  presents  are  upon  this 
express  condition,  that  on  payment  of  principal  and  interest  of  all  of 
said  bonds  of  said  party  of  the  first  part  hereto,  the  estate  hereby  granted 
to  said  parties  of  the  second  part,  their  survivor  or  successors,  in  said 
trust  or  assigns,  shall  be  void,  and  the  right  and  title  of  and  to  the 
premises  hereby  conveyed  shall  revert  to  and  revest  in  the  said  party 
of  the  first  part,  its  successors  and  assigns,  without  any  acknowledgment 
of  satisfaction,  reconveyance,  or  any  other  act  whatever. 

And  it  is  also  mutually  agreed,  that  the  said  parties  of  the  second  part, 
their  survivor  or  successors  in  said  trust,  shall  only  be  responsible  for 


64O  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

reasonable  diligence  in  the  management  hereof,  and  shall  not  be  respon¬ 
sible  for  the  acts  of  each  other,  to  which  they  do  not  severally  assent, 
nor  shall  they  be  responsible  for  the  acts  of  any  agent  employed  by  them 
when  such  agent  has  been  selected  with  reasonable  discretion;  and  that 
said  parties  of  the  second  part,  their  survivor  and  successors  in  said 
trust,  shall  be  entitled  to  receive  reasonable  compensation  for  every 
labor  or  service  performed  by  them  in  the  discharge  of  this  trust  in 
case  they  shall  be  compelled  to  take  possession  of  said  premises,  or  any 
part  thereof,  or  to  manage  the  same.  And  it  is  also  further  mutually 
agreed,  that  in  case  of  the  death,  resignation,  mental  or  other  incapacity 
of  either  of  the  said  trustees,  or  their  successors,  to  act  in  the  matter  of 
said  trusts,  all  his  right,  title,  estate,  interest  and  power  in  and  control 
over  the  said  premises  and  property  shall  be  divested,  cease  and  deter¬ 
mine;  and  the  said  railway  company  and  the  surviving  or  remaining 
trustees  may  mutually  agree  upon  a  new  trustee,  and  supply  the  vacancy 
thus  occasioned,  or  failing  so  to  do,  the  said  railroad  company  shall,  or 
in  case  of  its  default  to  take  proceedings  therefor  for  ninety  days,  the 
holders  of  a  majority  of  said  bonds  at  that  time  outstanding  and  unpaid 
may  apply  to  any  court  of  record  of  either  of  said  states  of  Illinois  or 
Indiana  having  jurisdiction  in  the  premises  to  appoint  a  new  trustee  to 
fill  such  vacancy,  and  thereupon  such  new  trustee  shall  become  vested, 
for  the  purposes  aforesaid,  with  all  the  right  and  interests  requisite  to 
enable  the  trustees  thus  designated  and  appointed  to  execute,  with  the 
other  purposes  of  this  trust,  without  any  further  assurance  or  convey¬ 
ance  of  the  same;  but  if  the  same  shall  be  necessary,  either  or  both  the 
parties  hereto  shall  execute  and  deliver  any  and  all  necessary  releases 
and  conveyances  for  that  purpose.  It  being  further  expressly  under¬ 
stood  and  agreed,  that  the  surviving  trustee  shall  be  fully  authorized 
and  empowered  to  execute  all  the  purposes  of  this  trust  during  the  con¬ 
tinuance  of  such  vacancy,  and  until  the  same  shall  be  filled  as  above 
provided. 

In  witness  whereof,  the  said  Chicago  and  Great  Eastern  Railway 
Company,  the  party  of  the  first  part  hereto,  has  caused  these  presents 
to  be  signed  by  its  president  and  secretary,  and  its  corporate  seal  to 
be  hereto  affixed,  the  day  and  year  first  above  written,  and  the  said  par¬ 
ties  of  the  second  part  have  hereunto  respectively  set  their  hands  and 
affixed  their  seals,  the  same  day  and  year  first  aforesaid. 

Chicago  and  Great  Eastern  Railway  Company, 
[seal]  By  WILLIAM  D.  JUDSON,  President. 

[seal]  AMOS  TENNEY,  Secretary. 

GEORGE  N.  TITUS,  [seal] 
JAMES  D.  FISH.  [seal] 

Witness: 

MOSES  B.  MACLAY, 

THOS.  MONROE. 

Duly  acknowledged  before  Moses  B.  Maclay,  notary  public  and  Indiana 
commissioner  in  the  city  of  New  York,  May  11,  1865. 

Recorded,  Lake  county,  Indiana,  May  25,  1865,  Mortgage  Record  No. 
2,  page  532. 


CORPORATE  HISTORY. 


64I 


SUPPLEMENTARY  MORTGAGE. 

Chicago  and  Great  Eastern  Railway  Company  (Fourth)  to  George 
N.  Titus  and  James  D.  Fish,  Trustees. 

Dated  December  31,  1866. 

Supplementary  to  mortgage  of  April  1,  1865. 

This  indenture,  made  this  thirty-first  day  of  December,  in  the  year  of 
our  Lord,  one  thousand  eight  hundred  and  sixty-six,  between  the  Chicago 
and  Great  Eastern  Railroad  Company,  a  corporation  formed  and  con¬ 
stituted  under  and  in  accordance  with  the  laws  of  the  state  of  Indiana 
and  Illinois,  party  of  the  first  part,  and  George  N.  Titus  and  James  D. 
Fish,  of  the  city  and  state  of  New  York,  party  of  the  second  part. 

Whereas,  By  a  certain  indenture  or  deed  of  trust  in  the  nature  of  a 
mortgage,  bearing  date  the  first  day  of  April,  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  sixty-five,  and  made  between  the  said 
party  of  the  first  part  and  the  said  parties  of  the  second  part  hereto,  the 
said  Chicago  and  Great  Eastern  Railroad  Company,  the  party  of  the 
first  part  hereto,  did,  for  the  consideration  therein  mentioned  and  ex¬ 
pressed,  grant,  bargain,  sell,  transfer  and  convey  unto  the  said  George 
N.  Titus  and  James  D.  Fish,  parties  of  the  second  part  thereto,  and  to 
their  survivors  and  successors  in  the  trust  thereby  created,  and  assigns, 
all  the  then  present  and  future  to  be  acquired  property  of  the  said  party 
of  the  first  part,  that  is  to  say:  its  railroad  from  the  city  of  Chicago,  in 
the  state  of  Illinois,  to  the  city  of  Richmond,  in  the  state  of  Indiana, 
with  all  the  additions  that  might  be  made  thereto  between  said  termini 
thereof,  including  the  right  of  way  and  land  occupied  thereby,  together 
with  the  superstructure  and  tracks  thereon,  or  to  be  put  thereon,  all 
buildings  or  structures  thereon,  or  that  might  thereafter  be  placed 
thereon,  all  engines,  machinery,  rolling  stock,  and  other  property,  real 
or  personal,  pertaining  to  the  said  road  or  the  using  thereof,  then 
owned  or  thereafter  to  be  acquired  and  owned  by  the  said  party  of  the 
first  part,  together  with  all  tolls,  rents  and  incomes  to  be  had,  levied  or 
derived  from  said  railroad  and  all  franchises,  rights  and  privileges  then 
owned,  exercised  or  held,  or  which  may  thereafter  be  owned,  exercised 
.or  held  by  said  party  of  the  first  part,  of,  in,  to  or  concerning  the  same 
for  the  purpose  as  in  said  indenture  or  deed  of  trust  set  forth  and  ex¬ 
pressed,  of  securing  the  payment  of  the  principal  and  interest  of  certain 
bonds  of  the  said  party  of  the  first  part,  numbered  from  one  (1)  to  five 
thousand  three  hundred  (5300),  both  inclusive,  for  one  thousand  dollars 
each,  and  bearing  date  and  payable  as  in  said  indenture  or  deed  of  trust 
is  particularly  set  forth  and  expressed,  of  which  said  bonds  three  thou¬ 
sand  nine  hundred  and  forty-seven,  numbered  from  one  (1)  to  three 
thousand  nine  hundred  and  forty-seven  (3947),  both  inclusive,  were  to 
be  issued  only  in  exchange  for  an  equal  amount  of  bonds  of  the  Cincin¬ 
nati  and  Chicago  Air  Line  Railroad  Company  and  the  former  Chicago 
and  Great  Eastern  Railroad  Company,  as  in  said  indenture  or  deed  of 
trust  is  particularly  set  forth  and  expressed;  and  thirteen  hundred  and 
fifty-three  (1353)  of  such  bonds,  numbered  from  three  thousand  nine 
hundred  and  forty-eight  (3948)  to  five  thousand  three  hundred  (5300),  both 

41 


642  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

« 

inclusive,  were  to  be  sold  and  the  proceeds  used  and  applied  by  said 
party  of  the  first  part  for  the  purchase  of  such  rolling  stock,  machinery 
and  property,  and  the  construction  of  such  depots,  stations  and  build¬ 
ings,  and  the  doing  of  such  work  as  might  be  necessary  for  the  complete 
equipment  and  working  of  the  entire  line  of  its  railroad  as  in  said  in¬ 
denture  or  deed  of  trust  is  particularly  set  forth  and  expressed,  and  all 
of  the  entire  issue  of  five  thousand  three  hundred  bonds  secured  by  said 
indenture  or  deed  of  trust  are  therein  and  thereby  declared  to  be  on 
an  equality  so  far  as  regards  security  for  the  payment  thereof  by  the 
said  indenture  or  deed  of  trust,  notwithstanding  the  same  may  be  issued 
at  different  times;  it  being  understood  and  agreed,  and  so  declared  in 
and  by  said  indenture  and  deed  of  trust,  that  the  mortgage  thereby 
created,  to  the  extent  of  all  bonds  issued  thereunder  and  secured  thereby, 
should  be  and  was  and  is  the  first  lien  upon  all  property  purchased  or 
acquired  with  said  bonds,  or  any  of  them,  or  the  proceeds  thereof. 

And  whereas,  In  and  by  said  indenture  or  deed  of  trust,  the  said  party 
of  the  first  part,  for  the  consideration  therein  mentioned  and  expressed, 
covenanted  and  agreed  to  execute  and  deliver  any  further  reasonable 
and  necessary  conveyance  of  the  premises  and  property  therein  and 
herein  above  particularly  described  and  set  forth,  or  any  part  thereof, 
to  the  said  parties  of  the  second  part,  or  to  their  survivors  or  successors 
in  said  trust  or  assigns,  for  the  more  effectual  vesting  the  premises  and 
property  thereby  granted  or  intended  to  be  in  said  parties  of  the  second 
part,  and  the  survivor  of  them,  and  his  or  their  successors  in  said  trust 
or  assigns,  and  for  the  more  fully  carrying  into  effect  the  objects  thereof, 
and  particularly  for  the  conveyance  of  any  property  subsequently  to 
the  date  thereof  acquired  by  the  said  party  of  the  first  part,  or  its  suc¬ 
cessors,  and  comprehended  in  the  description  of  the  property  and  prem¬ 
ises  contained  therein,  that  by  said  party  of  the  second  part,  their  sur¬ 
vivor,  successors  or  assigns,  or  their  counsel  learned  in  law,  should  be 
reasonably  advised  or  required. 

And  whereas,  The  said  party  of  the  first  part  have  issued  and  sold  certain 
of  the  said  thirteen  hundred  and  fifty-three  bonds  secured  by  said  in¬ 
denture  or  deed  of  trust,  being  of  those  numbered  from  three  thousand 
nine  hundred  and  forty-eight  (3948)  to  five  thousand  three  hundred  (5300) 
as  aforesaid,  and  have  applied  the  proceeds  thereof  to  the  purchase  o*f 
and  payment  for  certain  machinery,  engines,  cars  and  rolling  stock, 
hereinafter  particularly  described,  which  said  rolling  stock  and  property 
has  been  acquired  with  said  bonds  or  the  proceeds  thereof,  and  is  now 
used  upon  and  in  the  operation  of  the  said  railroad  of  said  party  of  the 
first  part  from  the  city  of  Chicago  to  the  city  of  Richmond. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  party  of  the 
first  part,  in  consideration  of  the  premises  and  in  pursuance  of  the  afore¬ 
said  covenant  for  further  assurance  in  the  aforesaid  indenture  or  deed 
of  trust  contained,  and  in  consideration  of  the  sum  of  one  dollar  to  it 
paid  at  or  before  the  ensealing  and  delivery  of  these  presents,  the  receipt 
whereof  is  hereby  acknowledged,  hath  granted,  bargained,  sold,  trans¬ 
ferred  and  conveyed,  and  by  these  presents  doth  grant,  bargain,  sell, 
transfer  and  convey  to  the  said  parties  of  the  second  part,  and  to  their 


I 


CORPORATE  HISTORY.  643 

• 

survivors  and  successors  in  the  said  trust  and  assigns,  all  the  rolling 
stock,  machinery,  engines  and  cars  purchased  with  the  proceeds  of  the 
bonds  aforesaid  or  acquired  by  the  said  party  of  the  first  part  since  the 
execution  of  the  aforesaid  indenture  or  deed  of  trust,  and  particularly 
described  as  follows,  viz.: 

Twenty  locomotive  engines,  being  those  numbered  twenty-one  (21)  and 
twenty-two  (22),  both  built  by  William  Mason,  of  Taunton,  Massa¬ 
chusetts,  numbers  twenty-three  (23)  to  thirty-two  (32),  both  inclusive, 
built  by  the  Hinkley  &  William  Works,  of  Boston,  Massachusetts,  num¬ 
bers  thirty-five  (35)  to  forty-one  (41),  both  inclusive,  and  number  forty- 
five  (45),  built  by  the  Rogers  Locomotive  and  Machine  Works,  of  Pat¬ 
erson,  New  Jersey;  also  one  hundred  (100)  freight  cars,  built  by  the 
Michigan  Car  Company,  of  Detroit,  Michigan;  also  one  hundred  (100) 
freight  cars,  built  by  the  Haskell  &  Baker,  of  Michigan  City,  Indiana; 
also  fifty  (50)  freight  cars,  built  by  the  Jeffersonville  Car  Company,  of 
Jeffersonville,  Indiana;  also  two  iron  passenger  cars,  built  by  the  New 
Brighton  Iron  Car  Company,  of  New  Brighton,  Pennsylvania,  and  also 
all  other  engines,  machinery,  cars,  rolling  stock  and  other  property, 
either  real  or  personal,  pertaining  to  the  said  railroad  from  the  city  of 
Chicago  to  the  city  of  Richmond,  or  to  the  using  thereof,  or  used  or  to 
be  used  in  connection  therewith,  acquired  by  said  party  of  the  first  part 
since  the  execution  of  the  aforesaid  indenture  or  deed  of  trust,  with  the 
said  bonds  or  the  proceeds  thereof  or  otherwise,  and  now  owned,  or 
hereafter  to  be  acquired  and  owned  by  the  said  party  of  the  first  part, 
hereby  ratifying  and  in  all  things  confirming  the  conveyance  heretofore 
made  or  intended  to  be  made,  and  the  covenants,  stipulations  and  agree¬ 
ments  contained  and  set  forth  and  expressed  in  the  aforesaid  indenture 
or  deed  of  trust. 

To  have  and  to  hold  all  and  singular  the  said  premises  and  property 
herein  mentioned  and  conveyed,  or  intended  to  be  conveyed,  and  every 
part  and  parcel  thereof,  with  the  appurtenances,  unto  the  said  parties  of 
the  second  part,  and  their  survivors  and  successors  in  said  trust  and 
assigns,  in  the  manner,  for  the  purpose  and  upon  the  trusts  created  and 
declared  in  and  by  the  aforesaid  indenture  or  deed  of  trust,  and  for  the 
benefit  and  security  of  the  holders,  and  as  such  as  may  become  the 
holders,  of  the  bonds,  and  each  and  every  of  them,  issued  under  and 
secured  by  the  said  indenture  or  deed  of  trust. 

And  the  said  Chicago  and  Great  Eastern  Railway  Company,  the  party 
of  the  first  part  to  these  presents,  hereby  further  covenants  and  agrees, 
for  the  consideration  herein  and  in  said  indenture  or  deed  of  trust  ex¬ 
pressed,  to  make,  execute,  acknowledge  and  deliver  any  and  every  such 
further,  reasonable  and  necessary  conveyance  of  all  and  singular  the 
premises  and  property  hereinbefore  and  in  said  indenture  or  deed  of 
trust  mentioned  and  described  to  the  said  parties  of  the  second  part,  or 
to  their  survivors,  successors  in  said  trust  or  assigns  for  the  more  effectu¬ 
ally  vesting  the  said  premises  and  property  in  the  said  parties  of  the 
second  part,  and  the  survivors  of  them  and  his  or  their  successors  in 
said  trust  or  assigns,  as  by  the  said  parties  of  the  second  part,  their 
survivors,  successors  or  assigns,  or  their  counsel  learned  in  the  law, 
shall  be  reasonably  advised  or  required. 


644  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

In  witness  whereof,  the  said  Chicago  and  Great  Eastern  Railway 
Company,  the  party  of  the  first  part  hereto,  has  caused  these  presents 
to  be  signed  by  its  president  and  secretary,  and  its  corporate  seal  to  be 
hereto  affixed,  the  day  and  year  first  above  written. 

Chicago  and  Great  Eastern  Railway  Company, 

By  W.  D.  JUDSON,  President. 

AMOS  TENNEY,  Secretary. 

Sealed  and  delivered  in  the  presence  of 
MOSES  B.  MACLAY, 

WM.  B.  BUCKMASTER. 

Acknowledged  before  Moses  B.  Maclay,  notary  public  and  Indiana 
commissioner  in  New  York,  January  7,  1867. 

Recorded,  La  Porte  county,  Indiana,  January  28,  1867,  Mortgage 
Record  M,  page  391. 


MORTGAGE. 

Chicago  and  Great  Eastern  Railway  Company  (Fourth)  to  James 
W.  Elwell  and  Lawrence  Wells,  Trustees. 

Dated  January  1,  1867. 

Securing  $2,000,000  bonds,  dated  January  1,  1867,  payable  January  1,  1880, 

bearing  7  per  cent,  interest. 

This  indenture,  made  the  first  day  of  January,  in  the  year  one  thousand 
eight  hundred  and  sixty-seven,  between  the  Chicago  and  Great  Eastern 
Railway  Company,  a  railroad  corporation  duly  created  and  existing  under 
the  laws  of  the  states  of  Illinois  and  Indiana,  party  of  the  first  part,  and 
James  W.  Elwell  and  Lawrence  Wells,  of  the  city  of  New  York,  parties 
of  the  second  part. 

Whereas,  Said  Chicago  and  Great  Eastern  Railway  Company,  in  the 
construction  of  its  railroad,  between  the  city  of  Chicago,  in  said  state  of 
Illinois,  and  the  city  of  Richmond,  in  the  state  of  Indiana,  has  become 
and  is  indebted  to  different  persons  and  parties. 

And  whereas,  Said  company  has  resolved  to  construct  additional  double 
and  side  tracks,  an  independent  track  through  the  city  of  Logansport, 
in  Indiana,  additional  tracks  in  the  city  of  Chicago,  to  add  to  its  rolling 
stock,  and  enlarge  its  machine  shops  and  local  station  buildings;  to  pur¬ 
chase  and  transport  iron,  rails,  chairs,  spikes  and  other  iron  materials 
therefor,  and  engines,  cars  and  other  rolling  stock  to  be  used  on  said 
railroad;  and  said  company  needs  and  has  resolved  to  borrow  a  portion 
of  the  money  necessary  to  pay  the  indebtedness,  contracted  by  it  as 
aforesaid,  and  to  make  such  additional  construction  and  to  complete 
and  equip  its  said  railroad  as  aforesaid  to  an  amount  not  exceeding  two 
millions  dollars.  And  for  securing  the  payment  of  the  money  so  bor¬ 
rowed,  and  any  indebtedness  contracted  by  it  aforesaid,  or  that  may  be 
contracted  by  it  in  such  construction,  completion  and  equipment,  to 
execute  its  bonds  to  the  persons  and  parties  lending  such  money  or  to 
whom  it  is  indebted  as  aforesaid,  or  to  whom  it  may  become  indebted 
for  such  materials,  engines,  cars  and  rolling  stock,  or  for  work  that  may 


CORPORATE  HISTORY. 


645 


be  done  in  and  about  such  completion  and  equipment  of  said  railroad, 
each  bond  being  one  of  a  series  of  bonds  of  said  Chicago  and  Great 
Eastern  Railway  Company,  designated  seven  per  cent,  construction  and 
equipment  bonds,  numbered  and  for  the  amounts  following,  viz.:  1830  of 
said  bonds,  numbered  from  one  (1)  to  eighteen  hundred  and  thirty  (1830), 
both  inclusive,  being  for  $1000  each;  300  other  bonds,  numbered  from 
eighteen  hundred  and  thirty-one  (1831)  to  twenty-one  hundred  and  thirty 
(2130),  both  inclusive,  being  for  $500  each;  and  200  other  bonds,  numbered 
from  twenty-one  hundred  and  thirty-one  (2131)  to  twenty-three  hundred 
and  thirty  (2330),  both  inclusive,  for  $100  each,  all  bearing  even  date  here¬ 
with,  payable  to  James  W.  Elwell  and  Lawrence  Wells  or  bearer,  in  the 
city  of  New  York,  on  the  first  day  of  January,  one  thousand  eight  hundred 
and  eighty,  with  interest  thereon  at  the  rate  of  seven  per  centum  per 
annum,  payable  semi-annually  on  the  first  days  of  January  and  July  en¬ 
suing  the  date  thereof.  Each  bond  containing  a  provision  for  the  con¬ 
version  thereof  into  the  capital  stock  of  said  company  at  par  at  its  office 
or  agency  in  the  city  of  New  York  on  the  first  day  of  January,  1877,  or 
in  any  preceding  year,  all  which  bonds  are  upon  an  equality  so  far  as 
regards  security  for  their  payment  by  these  presents,  notwithstanding 
the  same  may  be  issued  at  different  times,  each  of  said  bonds  being 
authenticated  by  a  certificate  thereon  signed  by  the  parties  of  the  second 
part  hereto,  or  by  the  survivor  of  them,  or  by  their  successors  in  the 
trust  hereby  created. 

Now,  therefore,  this  indenture  witnesseth,  That  the  said  party  of  the 
first  part  to  these  presents,  in  order  to  secure  the  payment  of  its  said 
bonds  and  interest  thereon  as  aforesaid,  and  in  consideration  of  the  sum 
of  one  dollar  to  it  at  the  time  of  the  ensealing  and  delivery  hereof  in 
hand  paid  by  said  parties  of  the  second  part,  the  receipt  whereof  is  hereby 
acknowledged,  has  granted,  bargained,  sold,  transferred  and  conveyed, 
and  by  these  presents  does  grant,  bargain,  sell,  transfer  and  convey  to  said 
parties  of  the  second  part,  and  to  their  survivors  and  successors  in  the 
trust  hereby  created,  and  assigns,  all  the  following  present  and  in  future 
to  be  acquired  property  of  said  party  of  the  first  part,  that  is  to  say, 
its  said  railroad  from  the  city  of  Chicago,  in  the  state  of  Illinois,  to  the 
city  of  Richmond,  in  the  state  of  Indiana,  with  all  additions  that  may 
be  made  hereto,  between  said  termini  thereof,  including  the  right  of  way 
and  land  occupied  thereby,  together  with  the  superstructures  and  tracks 
thereon,  or  to  be  kept  thereon,  all  buildings  and  structures  thereon,  or 
that  may  be  placed  thereon,  all  engines,  machinery,  rolling  stock  and 
other  property,  real  or  personal,  pertaining  to  said  road,  or  the  using 
thereof,  now  owned  or  hereafter  to  be  acquired  and  owned  by  the  said 
party  of  the  first  part,  together  with  all  tolls,  rents  and  income  to  be  had, 
levied  or  derived  from  said  railroad,  and  all  franchises,  rights  and  privi¬ 
leges  now  owned,  exercised  or  held,  or  which  may  be  hereafter  owned, 
exercised  or  held  by  said  party  of  the  first  part  of,  in,  to  or  concerning 
the  same. 

To  have  and  to  hold  the  said  premises,  and  every  part  thereof,  with 
the  appurtenances,  unto  the  said  parties  of  the  second  part,  and  their 
survivors  and  successors  in  said  trust  and  assigns,  subject  to  the  posses- 


646  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

sion,  control  and  management  of  the  party  of  the  first  part  hereto,  its 
successors  and  assigns,  so  long  as  it  or  they  shall  well  and  truly  perform 
the  stipulations  of  said  bonds  and  the  covenants  of  this  indenture,  upon 
the  following  trust,  that  is  to  say: 

That  if  the  said  party  of  the  first  part  hereto,  its  successors  or  assigns, 
shall  fail  to  pay  the  principal  or  any  part  thereof,  or  any  of  the  interest 
or  any  of  the  said  bonds  at  any  time  when  the  same  shall  become  due 
and  payable  according  to  the  tenor  thereof  when  demanded,  then,  after 
sixty  days  from  such  default,  upon  the  request  of  the  holder  of  any  bond 
in  respect  of  which  such  default  shall  have  been  made,  the  said  parties 
of  the  second  part,  or  their  survivors  or  successors  in  said  trust  or 
assigns,  may  enter  and  take  possession  of  all  or  any  part  of  said  premises, 
and  as  the  attorneys  in  fact  or  agents  of  said  party  of  the  first  part 
hereto,  by  themselves  or  himself,  or  by  his  or  their  agents  or  substitutes 
duly  constituted,  have,  use  and  employ  the  same,  making  from  time  to 
time  all  needful  repairs,  alterations  and  additions  thereto,  and  after  de¬ 
ducting  the  expenses  of  such  use,  repairs,  alterations  and  additions,  apply 
the  proceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all 
said  bonds  remaining  unpaid;  and  the  said  parties  of  the  second  part, 
the  survivor  of  them,  his  or  their  successors  in  said  trust  and  assigns, 
at  his  or  their  discretion,  may,  or  on  the  written  request  of  the  holders 
of  at  least  a  majority  of  the  said  bonds  then  unpaid,  shall  cause  the  said 
premises,  or  so  much  thereof  as  shall  be  necessary  to  pay  the  principal 
and  interest  of  all  such  bonds  as  may  then  be  unpaid,  to  be  sold  at  pub¬ 
lic  auction  in  the  city  of  New  York,  or  in  the  city  of  Chicago,  in  the 
state  of  Illinois,  giving  at  least  sixty  days’  notice  of  the  time  and  place 
and  terms  of  such  sale,  and  of  the  specific  property  to  be  sold,  by  pub¬ 
lishing  the  same  in  one  newspaper  in  good  circulation  in  each  of  the 
cities  of  New  York,  Chicago,  Logansport  and  Richmond,  and  upon  such 
sale  shall  execute  to  the  purchaser  or  purchasers  thereof  a  good  and 
sufficient  deed  of  conveyance  in  fee  simple  for  the  same,  which  shall  be 
a  bar  against  the  said  party  of  the  first  part  hereto,  its  successors  and 
assigns,  and  all  persons  claiming  under  it  or  them  of  all  right,  title, 
interest  or  claim  in  and  to  said  premises  or  any  part  thereof. 

And  the  said  parties  of  the  second  part,  the  survivors  of  them,  and 
his  and  their  successors  in  said  trust  or  assigns,  shall,  after  deducting 
from  the  proceeds  of  said  sale  the  costs  and  expenses  thereof  and  of 
managing  such  property,  apply  so  much  of  the  proceeds  as  may  be 
necessary  to  the  payment  of  said  principal  and  interest  due  and  unpaid 
on  said  bonds,  and  shall  restore  the  residue  thereof,  if  any  there  should 
be,  to  the  said  party  of  the  first  part  hereto,  its  successors  or  assigns; 
it  being  hereby  expressly  understood  and  agreed  that  in  no  case  shall 
any  claim  or  advantage  be  taken  of  any  valuation  or  appraisement  or 
extension  laws  by  the  said  railway  company,  its  successors  or  assigns, 
nor  any  injunction  or  stay  of  proceedings,  nor  any  process  be  applied 
for  or  obtained  or  had  by  it  or  them,  or  any  of  them,  to  prevent  such 
entry  or  sale  as  is  hereinbefore  provided  for. 

And  the  said  party  of  the  first  part  hereto  hereby  covenants  and  agrees, 
for  the  consideration  aforesaid,  to  execute  and  deliver  any  further  rea- 


CORPORATE  HISTORY. 


647 


sonable  and  necessary  conveyance  of  said  premises  and  property,  or  any 
part  thereof,  to  the  parties  of  the  second  part,  or  to  their  survivor, 
successors  in  said  trust  or  assigns,  for  the  more  effectual  vesting  the 
premises  and  property  hereby  granted  or  intended  to  be,  in  said  parties 
of  the  second  part,  and  the  survivor  of  them  and  his  or  their  successors 
in  said  trust  or  assigns,  and  for  the  more  fully  carrying  into  effect  the 
objects  hereof  particularly  for  the  conveyance  of  any  property  subse¬ 
quently  to  the  date  hereof  acquired  by  the  party  of  the  first  part  or  its 
successors  and  comprehended  in  the  description  of  the  premises  and 
property  contained  herein,  that  by  the  said  parties  of  the  second  part 
their  survivor,  successors  or  assigns,  or  their  counsel  learned  in  the  law, 
shall  be  reasonably  advised  or  required. 

And  it  is  hereby  mutually  agreed,  and  these  presents  are  upon  this 
express  condition,  that  on  payment  of  principal  and  interest  of  all  of 
said  bonds  that  shall  not  be  converted  into  stock,  the  estate  hereby 
granted  to  said  parties  of  the  second  part,  their  survivor  or  successors 
in  said  trust  or  assigns,  shall  be  void,  and  the  right  and  title  of  and  to  the 
premises  hereby  conveyed  shall  revert  to  and  revest  in  the  said  party 
of  the  first  part,  its  successors  and  assigns,  without  any  acknowledg¬ 
ment  of  satisfaction,  reconveyance  or  any  other  act  whatever. 

And  it  is  also  mutually  agreed,  that  the  said  parties  of  the  second 
part,  their  survivor,  successors  in  said  trust  and  assigns,  shall  only  be 
responsible  for  reasonable  diligence  in  the  management  hereof  and  shall 
not  be  responsible  for  the  acts  of  each  other  to  which  they  do  not  sev¬ 
erally  assent,  nor  shall  they  be  responsible  for  the  acts  of  any  agent 
employed  by  them  when  such  agent  has  been  selected  with  reasonable 
discretion,  and  that  said  parties  of  the  second  part,  their  survivor,  suc¬ 
cessors  in  said  trust  and  assigns,  shall  be  entitled  to  receive  reasonable 
compensation  for  every  labor  or  service  performed  by  them  in  the 
discharge  of  this  trust  in  case  they  shall  be  compelled  to  take  possession 
of  said  premises  or  any  part  thereof,  or  to  manage  the  same. 

And  it  is  also  further  mutually  agreed,  that  in  case  of  the  death,  resig¬ 
nation,  mental  or  other  incapacity  of  either  of  the  said  trustees  or  their 
successors  to  act  in  the  matter  of  said  trusts,  all  his  right,  title,  estate, 
interest  and  power  in  and  control  over  said  premises  and  property  shall 
be  divested,  cease  and  determine,  and  the  said  party  of  the  first  part,  and 
the  survivor  or  remaining  trustee,  may  mutually  agree  upon  a  new 
trustee  and  supply  the  vacancy  thus  occasioned,  or  failing  so  to  do,  the 
said  party  of  the  first  part  shall,  or  in  case  of  its  default  to  take  pro¬ 
ceedings  therefor  for  ninety  days,  the  holders  of  a  majority  of  said 
bonds,  at  that  time  outstanding  and  unpaid,  may  apply  to  any  court 
of  record  of  either  of  said  states  of  Illinois  or  Indiana  having  jurisdiction 
in  the  premises,  to  appoint  a  new  trustee,  being  a  resident  of  the  city  of 
New  York,  to  fill  such  vacancy,  and  thereupon  such  new  trustee  shall 
become  vested  for  the  purpose  aforesaid  with  all  the  rights  and  interest 
requisite  to  enable  the  trustees  thus  designated  and  appointed  to  exe¬ 
cute  with  the  other  the  purposes  of  this  trust  without  any  further  assur¬ 
ance  or  conveyance  of  the  same;  but  if  the  same  shall  be  necessary, 


648  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


either  or  both  the  parties  hereto  shall  execute  and  deliver  any  and  all 
necessary  releases  and  conveyances  for  that  purpose;  it  being  further 
expressly  understood  and  agreed  that  the  surviving  trustee  shall  be 
fully  authorized  and  empowered  to  execute  all  the  purposes  of  this  trust 
during  the  continuance  of  such  vacancy,  and  until  the  same  shall  be 
filled  as  above  provided. 

In  witness  whereof,  the  said  Chicago  and  Great  Eastern  Railway 
Company  has  caused  these  presents  to  be  signed  by  its  president  and 
secretary,  and  its  corporate  seal  to  be  hereto  affixed,  the  day  and  year 
first  above  written,  and  the  said  parties  of  the  second  part  have  hereunto 
respectively  set  their  hands  and  affixed  their  seals  the  same  day  and  year 
first  aforesaid. 

Chicago  and  Great  Eastern  Railway  Company, 
[seal]  By  w.  D.  JUDSON,  President. 

AMOS  TENNEY,  Secretary. 

JAMES  W.  ELWELL,  [seal] 
LAWRENCE  WELLS,  [seal] 

Sealed  and  delivered  in  presence  of 
F.  W.  BOKEE, 

MOSES  B.  MACLAY, 

JEAN  DEGHUEE. 

Duly  acknowledged  before  Moses  B.  Maclay,  notary  public  and  Indiana 
commissioner  in  the  city  of  New  York,  January  14,  1867. 

Recorded,  Lake  county,  Indiana,  January  27,  1867,  page  192. 

FORM  OF  BOND  SECURED  BY  FOREGOING  MORTGAGE. 

No. -  United  States  of  America.  $1000. 

States  of  Illinois  and  Indiana. 

Seven  Per  Cent.  Construction  and  Equipment  Bond. 

Chicago  and  Great  Eastern  Railway  Company. 

Know  all  men  by  these  presents,  That  the  Chicago  and  Great  Eastern 
Railway  Company,  a  corporation  existing  under  the  laws  of  the  states 
of  Illinois  and  Indiana,  for  value  received,  acknowledges  itself  indebted 
unto  James  W.  Elwell  and  Lawrence  Wells,  of  the  city  of  New  York, 
in  the  sum  of  one  thousand  dollars,  lawful  money  of  the  United  States- 
of  America,  which  sum  said  Chicago  and  Great  Eastern  Railway  Com¬ 
pany  promises  to  pay  to  them  or  bearer  in  the  city  of  New  York  on 
the  first  day  of  January,  in  the  year  one  thousand  eight  hundred  and 
eighty,  with  interest  at  the  rate  of  seven  per  centum  per  annum,  semi¬ 
annually,  on  the  first  days  of  January  and  July  in  each  year,  on  the 
delivery  of  the  interest  warrants  therefor  annexed  hereto,  at  the  office 
of  the  company  in  said  city,  or  at  such  other  place  therein  as  said  com¬ 
pany  may  select,  and  designate  by  advertisement  in  the  city  of  New  York. 

This  bond,  upon  the  written  request  of  the  holder  thereof,  may  be 
converted  into  the  capital  stock  of  said  company,  at  par,  on  the  first 
day  of  January,  1877  (or  in  any  preceding  year),  on  its  delivery  with  all 
interest  warrants  not  then  overdue  attached,  at  the  office  or  agency  of 
said  company  in  the  city  of  New  York. 


CORPORATE  HISTORY. 


649 


This  bond,  with  others  of  like  tenor  and  date,  amounting  in  the  aggre¬ 
gate  to  two  million  dollars,  is  secured  by  a  mortgage  of  the  company 
upon  its  railroad,  franchises,  income,  rolling  stock,  machinery,  and  all 
its  other  present  and  in  future  to  be  acquired  property  to  said  James 
W.  Elwell  and  Lawrence  Wells,  trustees,  dated  the  first  day  of  January, 
1867,  and  duly  recorded  in  the  several  counties  through  which  said  rail¬ 
road  runs. 

This  bond  shall  not  be  valid  or  obligatory  until  authenticated  by  a 
certificate  endorsed  thereon,  and  duly  signed  by  the  trustees  under  said 
mortgage.  1 

In  witness  whereof,  the  said  company  has  caused  the  foregoing  to  be 
attested  in  its  behalf  by  its  president  and  secretary,  and  its  corporate 
seal  to  be  affixed  hereto;  and  has  caused  the  annexed  interest  warrants 
to  be  signed  by  its  treasurer  at  the  city  of  Chicago,  in  said  state  of 
Illinois,  this  first  day  of  January,  one  thousand  eight  hundred  and  sixty- 
seven. 

- ,  President. 

- 1 — ,  Secretary. 

trustees’  certificate. 

We  certify  that  this  bond  is  one  of  the  series  of  bonds  described  in  and 
secured  by  the  deed  of  trust  or  mortgage  mentioned  therein  bearing  date 
January  1st,  1867. 

We  further  certify  that  United  States  revenue  stamps,  as  required  by 
act  of  Congress,  were  affixed  to  said  mortgage  upon  its  execution  and 
delivery  to  us,  and  previous  to  its  being  recorded. 

- ,  Trustees. 


FORM  OF  ENDORSEMENT. 

No. - —  $1000. 

Chicago  and  Great  Eastern  Railway  Company  seven  per  cent,  construc¬ 
tion  and  equipment  bond  convertible  into  stock. 

Principal  payable  January  1,  1880. 

Interest  payable  January  1  and  July  1  in  New  York. 


COLUMBUS,  CHICAGO  AND  INDIANA  CENTRAL 

RAILWAY  COMPANY.1 

ARTICLES  OF  CONSOLIDATION. 

Between  the  Columbus  and  Indiana  Central  Railway  Company  and 
the  Chicago  and  Great  Eastern  Railway  Company  under  the 
Name  of  the  Columbus,  Chicago  and  Indiana  Central  Railway 
Company. 

Articles  of  consolidation,  made  and  entered  into  this  fourth  day  of 
December,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and 
sixty-seven,  between  the  Columbus  and  Indiana  Central  Railway  Com- 


1  See  page  85. 


650  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

pany,  a  corporation  existing  under  the  laws  of  the  states  of  Ohio  and 
Indiana,  and  the  Chicago  and  Great  Eastern  Railway  Company,  a  cor¬ 
poration  existing  under  the  laws  of  the  states  of  Indiana  and  Illinois: 

Whereas,  The.  railways  respectively  owned  by  the  said  companies  above 
named  constitute  a  continuous  line  of  railway  for  the  passage  of  cars 
from  the  city  of  Columbus,  in  the  state  of  Ohio,  to  the  city  of  Richmond, 
in  the  state  of  Indiana,  thence  to  the  city  of  Chicago,  in  the  state  of 
Illinois;  and  the  directors  of  the  said  companies,  upon  mature  considera¬ 
tion,  have  determined  that  the  interests  of  the  respective  stockholders  of 
said  companies,  and  the  public  interests  and  convenience,  will  be  greatly 
promoted  by  the  union  of  their  several  roads  into  one  road,  and  by  the 
consolidation  of  the  respective  stocks  of  said  companies  into  one  common 
consolidated  stock; 

And  whereas,  The  said  companies  are  authorized  by  acts  of  the  Legis¬ 
latures  of  the  said  several  states  to  effect  such  union  of  their  respective 
roads,  and  to  form,  by  consolidation  of  their  respective  rights  and 
fianchises,  one  company,  and  have  agreed  so  to  do,  upon  the  terms  and 
conditions  hereinafter  mentioned  and  contained: 

Now,  therefore,  this  agreement,  made  by  and  between  the  corporations 
above  named,  parties  hereto,  under  and  by  virtue  of  the  authority  con¬ 
ferred  upon  them  by  the  laws  of  the  said  several  states: 

Witnesseth,  That  the  said  Columbus  and  Indiana  Central  Railway  Com¬ 
pany,  and  the  said  Chicago  and  Great  Eastern  Railway  Company,  do 
agree,  and  each  for  itself  doth  severally  agree,  that  the  said  companies 
shall  be  consolidated  into  and  form  one  corporation,  under  the  name  and 
style  of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Company; 
and  in  pursuance  of  the  said  acts  of  the  Legislatures  of  the  said  several 
states,  the  said  parties  hereto  do  hereby  prescribe  the  following  terms 
and  conditions  of  the  said  consolidation,  and  do  respectively  agree 
thereto,  and  to  the  mode  of  carrying  the  same  into  effect,  as  herein  pro¬ 
vided  for: 

Article  First.  The  Hirectors  of  said  Columbus,  Chicago  and  Indiana 
Central  Railway  Company  shall  be  fifteen  in  number,  seven  of  whom,  by 
the  first  election,  shall  reside  in  the  state  of  New  York,  one  in  the  state 
of  Pennsylvania,  four  in  the  state  of  Ohio,  two  in  the  state  of  Indiana, 
and  one  in  the  state  of  Illinois. 

_  Art.  Second.  The  first  election  for  the  directors  of  the  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company  shall  be  held  at  the 
office  of  the  said  Columbus  and  Indiana  Central  Railway  Company,  in 
the  city  of  Columbus,  state  of  Ohio,  on  the  twelfth  day  of  February,  1868, 
between  the  hours  of  ten  o’clock  A.  M.  and  three  o’clock  P.  M.’  The 
following  persons,  to  wit,  James  Alexander  and  Christopher  Walker, 
both  stockholders  in  one  of  the  said  companies,  are  hereby  appointed 
inspectors  or  judges  of  said  election,  to  perform  the  usual  duties  required 
by  law  in  such  cases.  The  inspector  or  inspectors  attending  at  the  time 
and  place  fixed  for  the  election,  shall  have  power  to  fill  any  vacancy 
occasioned  by  the  non-attendance  of  either  one  of  their  number.  Any 
person  so  appointed  to  fill  a  vacancy  must  be  a  stockholder  in  one  of  the 
companies  parties  hereto.  Should  neither  of  the  inspectors  attend  at 


CORPORATE  HISTORY. 


651 

the  time  and  place  appointed  for  the  election,  the  stockholders  present 
at  th.e  time  fixed  for  opening  the  polls  shall  have  power,  by  the  vote  of 

a  majority  in  number  of  those  present,  to  choose  two  persons,  being 

stockholders  in  one  or  both  of  said  companies,  who  shall  have  power  to 
act  as  the  judges  of  the  said  election.  All  stockholders  in  the  several 

companies  entitled  to  vote  at  any  election  of  directors  in  the  several 

companies  parties  to  this  agreement,  shall  have  the  right  to  vote  at  the 
said  election,  in  person  or  by  proxy,  and  shall  be  severally  entitled  to 
one  vote  for  each  fifty  dollars  of  stock,  at  its  par  value,  held  by  such 
stockholder  in  either  of  said  companies.  The  fifteen  persons,  being 
stockholders  in  one  or  both  of  the  said  companies  parties  hereto,  receiv¬ 
ing  the  highest  number  of  votes  at  the  said  election,  shall  be  the  first 
directors  of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany,  and  shall  hold  their  office  for  one  year  and  until  their  successors 
are  chosen  and  qualified  according  to  law. 

Art.  Third.  Said  directors  shall,  at  the  first  meeting  after  their  elec¬ 
tion,  elect  a  president  from  their  own  number,  and  shall  also  then,  or  as 
soon  thereafter  as  convenient,  elect  or  appoint  a  secretary,  treasurer  and 
superintendent  of  said  company,  and  provide  for  the  election  or  appoint¬ 
ment  of  such  other  officers,  engineers,  clerks,  agents,  assistants,  and 
other  employees,  as  they  shall,  from  time  to  time,  find  necessary  for  the 
proper  transaction  of  the  business  of  said  company. 

Art.  Fourth.  After  the  consolidation  herein  provided  for  is  perfected, 
and  after  said  first  election,  stockholders  in  said  consolidated  company 
only,  by  surrender  and  exchange  of  their  certificates  in  their  several 
companies,  shall  be  entitled  to  vote  at  any  meeting  of  the  stockholders  of 
said  consolidated  company.  All  holders  of  bonds  in  either  of  said  com¬ 
panies,  who  are  entitled  to  vote  upon  their  said  bonds  in  either  of  said 
companies,  shall  be  entitled  to  vote  in  like  manner  in  said  consolidated 
company. 

Art.  Fifth.  The  capital  stock  of  the  said  Columbus,  Chicago  and 
Indiana  Central  Railway  Company  shall  be  fifteen  millions  of  dollars,  to 
be  divided  into  one  hundred  and  fifty  thousand  shares,  of  one  hundred 
dollars  each;  and  the  directors  of  said  new  corporation  may  increase  the 
capital  stock  thereof  when  necessary,  upon  the  approval  of  a  majority  in 
amount  of  the  stockholders  of  said  consolidated  company. 

Art.  Sixth.  It  being  agreed  that  the  estate,  property  and  franchises 
of  the  said  several  companies  parties  hereto,  which,  in  pursuance  of  the 
laws  of  said  states,  will  vest  in  the  said  new  corporations,  are  relatively 
of  unequal  value,  the  parties  hereto,  with  a  view  to  make  compensation 
for  such  difference  to  the  stockholders  of  the  said  companies,  respectively, 
do  fix  upon  the  following  amounts  to  be  allowed  therefor,  by  the  issue 
of  certificates,  or  scrip,  as  hereinafter  mentioned,  to  wit: 

First.  The  stockholders  of  said  Chicago  and  Great  Eastern  Railway 
Company  shall  be  entitled  to  one  hundred  dollars  of  the  stock  of  said 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  for  each  one 
hundred  dollars  of  stock  held  by  them  in  the  said  Chicago  and  Great 
Eastern  Railway  Company. 

Second.  The  stockholders  of  the  said  Columbus  and  Indiana  Central 


652  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Railway  Company  shall  each  be  entitled  to  one  hundred  dollars  of  the 
stock  of  the  said  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany,  for  each  one  hundred  dollars  of  stock  held  by  them  in  the  said 
Columbus  and  Indiana  Central  Railway  Company,  or  in  either  of  the 
companies  forming  said  Columbus  and  Indiana  Central  Railway  Com¬ 
pany  by  former  consolidation;  and  in  addition  thereto,  shall  be  entitled 
to  an  increase  of  two  million  dollars  of  the  stock  of  the  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  to  be  distributed  among 
them  pro  rata,  according  to  the  number  of  shares  of  stock,  at  their  par 
value,  they  hold,  respectively,  in  the  said  Columbus  and  Indiana  Central 
Railway  Company,  or  in  the  companies  forming  said  Columbus  and 
Indiana  Central  Railway  Company  by  former  consolidation;  it  being 
understood  that  the  holders  of  the  income  convertible  bonds,  or  those 
entitled  to  receive  the  same,  at  their  option,  in  the  said  Columbus  and 
Indiana  Central  Railway  Company,  shall  not  be  entitled  to  any  part  of 
said  increase  of  two  millions  of  dollars,  unless  such  holder  converts  his 
or  her  said  bonds  into  stock,  or  receive  the  stock,  or  declares  his  or  her 
intention,  in  writing,  to  receive  stock  in  lieu  of  said  bonds  in  said 
Columbus  and  Indiana  Central  Railway  Company,  within  ninety  days 
after  the  ratification  of  these  articles  of  consolidation  by  the  said  Colum¬ 
bus  and  Indiana  Central  Railway  Company. 

Art.  Seventh.  In  all  cases  in  which  subscription  or  agreements  with 
either  of  said  companies  parties  hereto,  or  any  of  the  railroad  companies 
heretofore  consolidated  with  either  of  the  parties  hereto,  for  the  stock 
of  either  of  said  companies,  have  been  heretofore  made  by  any  person  or 
persons,  or  bodies  politic  or  corporate,  and  said  subscription  or  contracts 
for  stock  yet  remain  unpaid  or  unperformed,  either  in  whole  or  in  part, 
the  stock  of  said  consolidated  company  may,  upon  payment  of  said  sub¬ 
scriptions  or  performance  of  said  contracts,  be  issued  to  the  said  sub¬ 
scribers  in  the  same  manner  as  the  said  several  companies,  parties  hereto, 
would  have  been  bound  to  issue  their  stock,  respectively,  had  not  this 
consolidation  taken  effect,  and  subject  to  the  valuations  hereinbefore 
specified. 

Art.  Eighth.  When  fractional  shares  shall  be  found  due  to  stock¬ 
holders  for  premiums  hereby  agreed  to  be  allowed,  or  for  interest  or 
otherwise,  when  converting  their  present  stock  into  the  stock  of  the  con¬ 
solidated  company,  scrip  stock  shall  be  issued  for  such  fractions,  entitling 
the  holder  to  a  full  share  of  stock  on  pa.yment  of  the  difference  in  mone}'', 
or  on  presentation  of  one  hundred  dollars  of  such  scrip  stock. 

Art.  Ninth.  The  said  new  corporation  shall,  without  delay,  after  its 
organization,  issue  to  the  stockholders  of  the  respective  companies  par¬ 
ties  hereto,  and  entitled  thereto  as  aforesaid,  and  in  proportion  to  their 
respective  interests  in  the  stock  of  the  consolidated  company,  certificates 
of  stock  in  said  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany,  of  such  form  as  may  be  deemed  advisable  and  be  prescribed  by  the 
directors  of  said  new  company. 

Art.  Tenth.  All  and  singular  the  rights,  franchises,  privileges,  real 
estate,  depot  grounds,  rights  of  way,  road  bed,  railway,  iron  rails,  engines, 
cars,  machinery,  rolling  stock,  debts,  dues,  demands,  choses  in  action, 


CORPORATE  HISTORY. 


653 


and  property  of  every  description,  name  and  nature,  in  which  the  said 
Columbus  and  Indiana  Central  Railway  Company  and  the  Chicago  and 
Great  Eastern  Railway  Company  have,  respectively,  any  right,  title  or 
interest,  whether  in  possession,  reversion  or  remainder,  with  the  appur¬ 
tenances,  upon  the  ratification  of  these  articles  and  the  election  of  the 
first  board  of  directors  of  said  Columbus,  Chicago  and  Indiana  Central 
Railway  Company,  as  herein  and  by  law  provided  for,  and  from  thence¬ 
forth  shall  be  held,  owned  and  controlled  by  the  said  Columbus,  Chicago 
and  Indiana  Central  Railway  Company,  their  successors  and  assigns,  as 
fully  and  completely,  to  all  intents  and  purposes,  as  the  said  several 
companies  do  or  can  now  hold,  own,  use  or  control  the  same,  and  no 
further  conveyance  or  assurance  shall  be  required  for  the  full  and  com¬ 
plete  vesting  thereof  in  the  said  Columbus,  Chicago  and  Indiana  Central 
Railway  Company. 

Art.  Eleventh.  All  the  books,  vouchers,  records,  muniments  of  title, 
and  other  documents  pertaining  to  the  business  or  property  of  the  said 
several  companies  parties  hereto,  shall  be  placed  in  the  office  of  the 
secretary  of  said  consolidated  company;  and  the  said  books,  records  and 
papers  shall  be  deemed  and  taken,  so  far  as  necessary,  as  the  records 
and  books  of  said  consolidated  company;  and  said  books,  records,  vouch¬ 
ers  and  papers  shall  be  subject  to  the  proper  examination  and  inspection 
of  all  persons  interested  therein,  who  shall  have  the  same  access  thereto 
as  if  the  same  had  remained  in  the  office  of  the  original  companies. 

Art.  Twelfth.  Whereas,  It  is  deemed  advisable  by  the  said  companies, 
parties  hereto,  to  provide  in  these  articles  of  consolidation  for  the  re¬ 
demption  and  payment  of  all  their  first  mortgage  bonds,  respectively, 
*and  of  like  bonds  issued  by  each  and  all  of  the  railroad  companies  here¬ 
tofore  consolidated  with  either  of  said  companies  parties  hereto,  all  of 
said  bonds,  amounting  to  the  sum  of  eleven  millions  five  hundred  thou¬ 
sand  dollars,  it  is  agreed  by  and  between  the  parties  hereto,  that  the 
Columbus,  Chicago  and  Indiana  Central  Railway  Company  shall  issue 
its  consolidated  bonds  in  the  sum  of  fifteen  millions  of  dollars,  to  be 
secured  by  a  mortgage  of  all  the  property,  rights  and  franchises  of  the 
said  consolidated  companies,  eleven  millions  five  hundred  thousand  dol¬ 
lars  of  which  shall  be  used  for  the  redemption  and  payment  of  the  bonds 
first  aforesaid  in  this  article,  on  such  terms  and  at  such  times  as  may 
be  ordered  by  the  directors:  Provided,  that  none  of  said  consolidated 
bonds  shall  be  exchanged  for  any  of  said  bonds  first  aforesaid  at  less  than 
dollar  for  dollar,  the  residue  thereof  to  be  used  by  the  directors  of  said 
consolidated  company  as  they  may  deem  best  for  the  interests  of  said 
company.  It  is  understood  that  the  said  Chicago  and  Great  Eastern 
Railway  Company  shall  not  sell  or  otherwise  dispose  of  any  of  its  bonds 
convertible  into  its  stock,  after  the  final  ratification  of  these  articles  of 
consolidation. 

Art.  Thirteenth.  It  is  agreed  that  these  articles  of  consolidation  shall 
be  submitted  to  the  stockholders  of  each  of  said  companies  parties  hereto, 
at  a  meeting  thereof,  called  separately,  for  the  purpose  of  taking  the 
same  into  consideration.  Due  notice  of  the  time  and  place  of  such  meet¬ 
ing,  and  the  object  thereof,  shall  be  given.  The  time  of  such  meeting  of 


654  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  stockholders  of  the  Chicago  and  Great  Eastern  Railway  Company 
shall  be  on  the  fifteenth  day  of  January,  A.  D.  1868,  and  the  place,  the 
city  of  Chicago,  in  the  state  of  Illinois.  The  time  of  such  meeting  of  the 
stockholders  of  the  said  Columbus  and  Indiana  Central  Railway  Company 
shall  be  on  the  seventeenth  day  of  January,  A.  D.  1868;  the  place,  the 
city  of  Columbus,  in  the  state  of  Ohio. 

Art.  Fourteenth.  All  elections  for  directors  of  said  consolidated  com¬ 
pany,  after  the  first  election  of  directors  herein  provided  for,  shall  take 
place  at  such  time  and  place,  and  in  such  manner  as  may  be  prescribed 
by  the  by-laws  of  the  board  of  directors  of  the  consolidated  company. 

Art.  Fifteenth.  In  witness  whereof,  The  corporate  seals  of  the  respec¬ 
tive  companies,  parties  to  this  agreement,  have  been  hereunto  affixed,  in 
quintuplicate,  by  order  and  in  the  presence  of  the  directors  of  each  of 
said  companies,  duly  convened,  a  quorum  of  each  of  the  said  boards  of 
directors  being  so  present  and  assenting  thereto,  and  is  attested  by  their 
respective  signatures  hereto,  on  behalf  and  by  order  of  said  boards  of 
directors;  and  the  presidents  of  each  of  said  companies  have  also,  at  the 
same  time,  and  in  behalf  of  the  said  respective  companies,  hereto  affixed 
their  names,  in  virtue  of  resolutions  of  said  several  boards  of  directors, 
passed  at  respective  meetings  thereof. 

Columbus  and  Indiana  Central  Railway  Company, 

By  B.  E.  SMITH,  President. 

G.  MOODIE,  Secretary. 

B.  E.  SMITH, 

JOHN  S.  NEWMAN, 

W.  DENNISON, 

JOHN  R.  HILLIARD, 

J.  T.  THOMAS, 

WM.  D.  THOMPSON, 

of  the  Columbus  and  Indiana  Central  Railway  Company. 
The  Chicago  and  Great  Eastern  Railway  Company, 

By  W.  D.  JUDSON,  President. 
AMOS  TENNEY,  Secretary. 

W.  D.  JUDSON, 

AMOS  TENNEY, 

HENRY  MORGAN, 

JAS.  W.  ELWELL, 
LAWRENCE  WELLS, 
JAMES  D.  FISH, 

Directors  of  the  Chicago  and  Great  Eastern  Railway  Company. 

I,  Gordon  Moodie,  secretary  of  the  Columbus  and  Indiana  Central 
Railway  Company,  do  hereby  certify,  that  in  pursuance  of  printed  notices 
by  me  addressed  to  each  of  the  persons  in  whose  name  the  capital  stock 
of  said  company  stands  on  the  books  thereof,  and  of  like  notices  pub¬ 
lished  in  the  newspapers  of  the  city  of  Columbus,  Ohio,  and  also  of  the 
city  of  Indianapolis,  Indiana,  the  stockholders  of  said  company  met  at 
said  company’s  office  in  the  city  of  Columbus,  Ohio,  on  Friday  the  17th 
day  of  January,  1868,  to  take  into  consideration  the  within  and  foregoing 


The 


CORPORATE  HISTORY. 


655 


agreement;  and  they  then  and  there  proceeded  to  vote  by  ballot,  for  the 
adoption  of  said  agreement.  That  at  said  meeting  70,857  votes  were 
cast,  each  vote  representing  one  share  of  stock,  that  all  of  the  70,857 
votes  so  cast  were  cast  in  favor  of  the  adoption  of  said  agreement,  and 
that  none  of  said  votes  were  cast  against  its  adoption;  and  that  the  entire 
number  of  shares  of  said  company  is  about  77,499,  and  that  therefore  the 
stock  so  voted  as  aforesaid  in  favor  of  said  agreement  is  more  than  two- 
thirds  of  the  entire  stock  of  the  company. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  the  seal 
of  the  said  company,  at  Columbus,  Ohio,  this  17th  day  of  January,  A.  D. 
1868. 

[seal]  G.  MOODIE, 

Secretary  of  the  Columbus  and  Indiana  Central  Ry.  Co. 

I,  Amos  Tenney,  secretary  of  the  Chicago  and  Great  Eastern  Railway 
Company,  do  hereby  certify,  that  in  pursuance  of  notices  published  in 
two  newspapers  in  the  city  of  Chicago,  state  of  Illinois  (the  principal 
office  and  place  of  business  of  said  company  being  in  said  city  of 
Chicago),  and  of  like  notices  published  in  one  newspaper  in  each  county 
through  which  the  road  of  said  company  runs,  the  stockholders  of  said 
company  met  at  said  company’s  office  in  said  city  of  Chicago,  on  Wednes¬ 
day,  the  15th  day  of  January,  1868,  to  take  into  consideration  the  within 
and  foregoing  agreement;  and  they  then  and  there  proceeded  to  vote,  by 
ballot,  for  the  adoption  or  rejection  of  said  agreement.  That  at  said 
meeting  42,452  votes  were  cast,  each  vote  representing  one  share  of 
stock;  that  all  of  the  42,452  votes  so  cast  were  cast  in  favor  of  the  adop¬ 
tion  of  said  agreement,  and  that  none  of  said  votes  were  cast  against  its 
adoption;  and  that  the  entire  number  of  shares  of  stock  of  said  company 
is  43,900,  and  that  therefore  the  stock  so  voted  as  aforesaid  in  favor  of 
said  agreement  is  more  than  nine-tenths  of  the  entire  stock  of  the  com¬ 
pany. 

In  witness  whereof,  I  have  hereunto  set  my  hand  and  affixed  the  seal 
of  the  said  company  at  Chicago,  Illinois,  this  18th  day  of  January,  A.  D. 
1868. 

[seal]  AMOS  TENNEY, 

Secretary  of  the  Chi.  &  Gt.  E.  Ry.  Co. 

Filed  in  the  office  of  the  secretary  of  state  of  Illinois,  February  11,  1868; 
Indiana,  February  12,  1868;  Ohio,  February  12,  1868. 


AGREEMENT. 

For  the  Reorganization  of  the  Columbus,  Chicago  and  Indiana 

Central  Railway  Company. 

July  1,  1882. 

Whereas,  Certain  railway  corporations  created  under  the  laws  of  the 
states  of  Ohio,  Indiana  and  Illinois,  heretofore  consolidated  under  the 
name  of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Company; 
And  whereas,  The  said  corporations,  thus  composing  the  said  Colum- 


656  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


bus,  Chicago  and  Indiana  Central  Railway  Company,  had  before  such 
consolidation  issued  respectively  their  mortgage  bonds,  which  are  still 
outstanding  to  the  amount  of  about  $5,343,000; 

And  whereas,  On  the  20th  day  of  February,  1868,  the  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company  executed  and  delivered 
to  James  A.  Roosevelt  and  William  R.  Fosdick,  as  trustees,  a  deed  of 
trust  of  its  entire  railroad,  and  of  all  its  property,  rights,  privileges  and 
franchises,  to  secure  the  payment  of  fifteen  million  dollars  ($15,000,000) 
of  its  seven  per  cent,  bonds,  maturing  April  1,  1908; 

And  whereas,  The  said  Columbus,  Chicago  and  Indiana  Central  Rail¬ 
way  Company,  on  the  15th  day  of  December,  1868,  executed  another 
mortgage  on  the  same  property  to  F.  R.  Fowler  and  J.  T.  Thomas, 
trustees,  to  secure  the  payment  of  five  million  dollars  ($5,000,000)  of  its 
seven  per  cent,  bonds,  maturing  February  1,  1909. 

And  whereas,  The  said  Columbus,  Chicago  and  Indiana  Central  Rail¬ 
way  Company  thereafter,  on  the  28th  day  of  April,  1870,  executed  another 
mortgage,  on  the  same  property,  to  Archibald  Parkhurst  and  John  B. 
Thompson,  trustees,  to  secure  the  payment  of  ten  million  dollars  ($10,- 
000,000)  of  its  seven  per  cent,  income  bonds,  maturing  after  February  1, 
1890,  and  convertible  into  the  preferred  capital  stock  of  the  said  Colum¬ 
bus,  Chicago  and  Indiana  Central  Railway  Company; 

And  whereas,  A  certain  agreement  was  made  on  the  226.  day  of  Janu¬ 
ary,  1869,  and  amended  on  the  1st  day  of  February,  1870,  whereby  the 
said  Columbus,  Chicago  and  Indiana  Central  Railway  Company  claims 
that  it  leased  to  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Com- 
pany,  its  railroad  as  aforesaid,  with  all  its  franchises  and  property,  and 
thereby  agreed  to  perform  certain  covenants  and  undertakings,  in  con¬ 
sideration  of  certain  covenants  to  be  performed  by  the  said  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company,  the  performance  of  which 
latter  covenants  was  guaranteed  by  the  Pennsylvania  Railroad  Company; 

And  whereas,  In  the  course  of  certain  proceedings  instituted  by  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  against  the  said 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  in  the  Cir¬ 
cuit  Court  of  the  United  States  for  the  district  of  Indiana,  a  decree  was 
rendered,  requiring  of  the  said  Columbus,  Chicago  and  Indiana  Central 
Railway  Company,  the  performance  of  certain  covenants,  and  also  of 
the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,  upon  the 
performance  of  said  covenants  by  the  said  Columbus,  Chicago  and  In¬ 
diana  Central  Railway  Company,  the  payment  of  the  sum  of  about  two 
million  four  hundred  thousand  dollars  ($2,400,000),  as  rental  due  under 
the  said  lease  to  January  1,  1880;  a  supersedeas  upon  which  decree  has 
been  allowed  upon  an  appeal  to  the  Supreme  Court  of  the  United  States; 

And  whereas,  By  virtue  of  certain  proceedings  instituted  by  the  trustees 
of  the  consolidated  mortgage  aforesaid,  the  actual  net  earnings  of  the 
said  Columbus,  Chicago  and  Indiana  Central  Railway  Company  have 
been  paid  over,  under  the  order  of  the  court,  to  the  said  trustees  as 
receivers; 

And  whereas,  Certain  proceedings  have  been  instituted  by  the  holders 
of  certain  of  the  consolidated  mortgage  bonds  aforesaid,  and  by  said 


CORPORATE  HISTORY.  657 

Roosevelt  and  Fosdick,  trustees,  to  foreclose  the  mortgage  securing  the 
same; 

And  whereas,  Upon  all  the  said  consolidated  bonds,  so  secured  by- 
mortgage  to  the  said  Roosevelt  and  Fosdick,  and  outstanding  as  afore¬ 
said,  the  interest  remains  due  and  unpaid  from  the  1st  of  April,  1875; 

And  whereas,  Certain  holders  of  the  said  bonds  entered  into  an  agree¬ 
ment  under  date  of  November  5,  1875,  into  a  further  agreement  under 
date  of  May  17,  1879,  and  into  a  further  supplementary  agreement  under 
date  of  August  22,  1879:  the  first  of  said  agreements  providing  for  the 
appointment  of  a  permanent  committee  of  the  said  bondholders,  to  act 
on  their  behalf,  and  the  three  said  agreements,  taken  together,  providing 
for  the  issue  of  certain  certificates  by  the  Union  Trust  Company  of  New 
York,  nominally  in  exchange  for  such  of  the  said  bonds  as  should  be 
deposited  with  the  said  trust  company  by  the  bondholders  entering  into 
the  said  agreements,  but  in  fact  in  excess  thereof  to  the  amount  of  about 
$2,500,000; 

And  whereas,  Under  and  in  pursuance  of  the  said  agreement  of  No¬ 
vember  5,  1875,  William  L.  Scott,  Charles  J.  Osborn  and  William  B. 
Dinsmore  were  duly  appointed  the  permanent  committee  on  behalf  of 
the  said  bondholders,  with  certain  powers  therein  defined,  and  have 
acted  as  such  committee,  and  the  said  Dinsmore  having  resigned,  John 
S.  Kennedy  has  been  duly  appointed  in  his  place; 

And  whereas,  Upon  careful  consideration  of  the  premises,  it  appears 
to  be  necessary  for  the  protection  and  preservation  of  the  just  rights  of 
the  parties  interested  in  the  mortgaged  premises,  that  they  should  co¬ 
operate  for  the  protection  and  preservation  of  their  respective  interests 
and  the  readjustment  thereof  on  a  just  and  equitable  basis,  having  due 
regard  to  prior  liens  and  the  probable  net  earnings  of  the  railroad 
property  in  question; 

And  whereas,  The  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Com¬ 
pany  and  the  Pennsylvania  Railroad  Company  have  consented  to  become 
parties  to  an  adjustment  and  reorganization  of  the  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  upon  the  terms  herein¬ 
after  set  forth; 

Now,  therefore,  It  is  agreed  by  and  between  the  undersigned,  each 
subscriber  binding  himself  hereto. 

(1)  William  L.  Scott,  Charles  J.  Osborn  and  John  S.  Kennedy,  as  the 
permanent  committee  of  the  holders  of  the  consolidated  first  mortgage 
bonds  of  the  said  company,  appointed  under  the  said  agreement  of 
November  5,  1875,  parties  of  the  first  part; 

(2)  William  L.  Scott,  John  S.  Kennedy  and  Charles  J.  Osborn,  indi¬ 
vidually,  and  as  a  purchasing  committee,  parties  of  the  second  part  (and 
hereinafter  designated  as  “the  purchasing  committee”); 

(3)  Certain  holders  of  the  said  consolidated  first  mortgage  bonds, 
whose  names  are  hereto  subscribed,  parties  of  the  third  part; 

(4)  Certain  holders  of  certificates  of  the  Union  Trust  Company  of 
New  York,  issued  as  aforesaid  in  actual  or  assumed  representation  of 
similar  bonds,  whose  names  are  hereto  subscribed,  parties  of  the  fourth 
part; 


42 


658  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

(5)  Certain  holders  of  bonds  secured  by  the  second  consolidated  mort¬ 
gage  aforesaid,  whose  names  are  hereto  subscribed,  parties  of  the  fifth 
part; 

(6)  Certain  holders  of  the  income  bonds  aforesaid,  whose  names  are 
hereto  subscribed,  parties  of  the  sixth  part; 

(7)  Certain  holders  of  unsecured  claims  against  the  Columbus,  Chicago 
and  Indiana  Central  Railway  Company,  whose  names  are  hereto  sub¬ 
scribed,  parties  of  the  seventh  part; 

(8)  Certain  holders  of  certificates  of  stock  of  the  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  whose  names  are  hereto 
subscribed,  parties  of  the  eighth  part; 

(9)  The  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,  party 
of  the  ninth  part;  and 

(10)  The  Pennsylvania  Railroad  Company,  party  of  the  tenth  part,  as 
follows: 

First.  The  purchasing  committee  may,  in  their  discretion,  purchase 
all  and  singular  the  property,  rights  and  franchises  of  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  sold  at  any  judicial  sale 
or  sales,  for  the  purposes  of  this  agreement;  aqd  they  shall  be  bound  to 
do  so,  if  so  requested  in  writing  by  a  majority  in  interest  of  the  parties 
of  the  third,  fourth,  fifth  and  sixth  parts,  at  least  thirty  days  before  the 
day  of  sale,  provided  that,  at  or  before  the  service  of  such  written 
request,  a  sufficient  amount  of  bonds  and  coupons,  money,  and  such 
other  means  as  may  be  necessary  to  make  such  purchase  practicable, 
without  risk  of  loss  upon  their  part,  shall  be  placed  at  their  disposal; 
and  they  may,  in  their  discretion,  acquire  by  purchase  or  otherwise,  any 
property  of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Com¬ 
pany,  not  embraced  in  the  mortgage  foreclosed,  which  they  may  deem 
useful  to  the  new  corporation. 

Second.  The  purchasing  committee  shall  pay  for  the  property,  rights 
and  franchises  so  purchased,  with  the  bonds  and  coupons  of  the  parties 
of  the  first,  third,  fourth,  fifth  and  sixth  parts,  as  far  as  may  be;  and 
such  bonds  and  coupons  shall  be  placed  at  their  disposition  for  that 
purpose,  in  the  manner  hereinafter  specified. 

Third.  The  purchasing  committee  may  use  any  part  of  the  funds  con¬ 
tributed,  as  hereinafter  provided,  by  the  parties  of  the  sixth,  seventh  and 
eighth  parts,  to  pay  so  much  of  the  purchase  money  of  the  said  property, 
as  may  be  payable  in  cash,  to  pay  the  expenses  hereinafter  provided  for, 
and  any  sums  which  it  may  be  found  necessary  to  discharge  before  an 
order  of  the  court  can  be  obtained  for  possession  of  the  property;  and 
they  may  use  the  remainder  for  any  other  purpose  which,  in  their  judg¬ 
ment,  may  be  necessary  to  the  full  execution  of  the  plan  of  reorganiza¬ 
tion  hereby  provided  for,  paying  the  surplus  to  the  new  corporation. 

Fourth.  After  the  purchasing  committee  shall  have  purchased  the  said 
property,  privileges,  rights  and  franchises,  they  shall  organize  a  new 
corporation  in  conformity  with  this  plan,  and  having  authority  to  operate 
a  railroad  in  the  states  of  Ohio,  Indiana  and  Illinois,  with  a  capital  of 
thirty  million  dollars  ($30,000,000),  divided  into  ten  million  dollars  ($10,- 
000,000)  of  common  stock  and  twenty  million  dollars  ($20,000,000)  of 


CORPORATE  HISTORY. 


659 


preferred  stock  (the  latter  to  be  entitled  to  dividends,  if  earned,  at  the 
rate  of  six  per  cent,  per  annum,  payable  semi-annually,  in  preference  to 
the  payment  of  any  dividend  on  the  common  stock;  such  preferred 
dividends  to  be  cumulative,  but  dependent  upon  the  profits  as  declared 
by  the  board  of  directors,  and  no  interest  to  accrue  on  delayed  dividends), 
and  with  a  bonded  debt  of  twenty-two  million  dollars  ($22,000,000)  of 
first  mortgage  bonds,  having  fifty  years  to  run  and  bearing  interest  at 
five  per  cent,  per  annum,  payable  semi-annually:  principal  and  interest 
payable  in  gold  coin  of  the  United  States,  of  the  present  standard  of 
weight  and  fineness;  and  they  shall  cause  the  corporation  so  created  to 
succeed  to  the  title  and  possession  of  all  and  singular  the  property, 
rights,  privileges  and  franchises  so  purchased,  for  the  considerations  and 
subject  to  the  obligations  by  this  agreement  created  and  imposed  thereon 
or  upon  the  said  new  corporation. 

Fifth.  The  purchasing  committee  shall  have  and  possess  all  the  power 
and  authority  in  the  premises,  that  may  lawfully  be  conferred  under  the 
laws  aforesaid  upon  agents  or  trustees  for  the  purposes  herein  contem¬ 
plated;  and  they  are  hereby  empowered,  in  carrying  into  effect  such 
purposes,  to  do  all  and  everything  that  such  agents  or  trustees  are 
authorized  by  law  to  do  in  the  premises;  and  they,  as  a  committee,  or  a 
majority  of  them,  may  do  any  act  by  agent  or  attorney,  duly  authorized 
in  writing;  and  their  acts  shall  be  binding  on  the  new  corporation.  And 
the  purchasing  committee,  as  well  as  the  new  corporation,  shall  have 
discretionary  power  to  compromise,  adjust  and  settle,  at  any  time,  in  such 
way,  and  on  such  terms,  as  may  appear  to  be  judicious,  claims  of  or 
against  the  existing  Columbus,  Chicago  and  Indiana  Central  Railway 
Company  or  its  property,  or  conflicting  claims  between  any  parties  here¬ 
to,  arising  out  of  the  matters  herein  referred  to,  in  all  cases  in  which  it 
may  appear  to  the  purchasing  committee  or  the  new  corporation  to  be 
expedient  to  make  such  compromise,  adjustment  or  settlement. 

Sixth.  All  bonds,  coupons,  Union  Trust  Company  certificates,  evi¬ 
dences  of  debt  and  certificates  of  stock,  owned,  held  or  controlled  by 
any  of  the  parties  hereto  or  those  whom  they  represent,  shall  be  deposited 
with  such  trust  company  or  bank  as  shall  be  designated  by  the  purchas¬ 
ing  committee,  for  the  purpose  of  being  used  by  them  in  carrying  out 
this  agreement.  They  may  be  so  deposited  at  once  upon  subscribing 
this  agreement,  and  must  be  so  deposited,  forthwith,  upon  notice  to  do 
so  being  given  by  the  purchasing  committee,  by  mailing  a  copy  thereof 
in  the  post  office  of  New  York  City,  addressed  to  the  bondholder,  certi¬ 
ficate  holder,  creditor  or  stockholder  required  to  make  such  deposit,  at 
the  address  given  opposite  his  signature  hereto,  or  at  the  city  of  New 
York,  if  no  such  address  is  given;  and  no  one  shall  be  entitled  to  any 
benefit  under  this  agreement  until  all  such  bonds,  coupons,  trust  com¬ 
pany  certificates,  evidences  of  debt  and  certificates  of  stock  owned,  held 
or  controlled  by  him  are  so  deposited,  nor  until'  the  payments  required 
of  him  under  this  agreement  are  made.  And  the  purchasing  committee 
may  refuse  any  such  deposit  or  payment  not  made  within  thirty  days 
from  the  mailing,  as  aforesaid,  of  the  said  notice.  The  purchasing  com¬ 
mittee  may  issue  certificates  to  represent  all  bonds,  coupons,  certificates, 


660  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


evidences  of  debt  and  stock  deposited  with  them,  in  such  form  as  they 
may  prescribe. 

Seventh.  The  foreclosure  contemplated  by  this  agreement  may  be  had 
subject  to  sectional  mortgages  upon  the  premises  or  some  of  them,  aggre¬ 
gating  about  five  million  three  hundred  and  forty-three  thousand  dollars 
($5,343,000).  The  bonds  secured  by  any  such  sectional  mortgage  may 
be  exchanged  by  the  trustees  of  the  new  mortgage  for  bonds  issued 
thereunder,  bond  for  bond;  but  if  such  sectional  mortgage  bonds  cannot 
be  so  exchanged,  and  can  be  extended  at  a  rate  of  interest  of  five  per 
cent,  per  annum  or  less,  they  may  be  extended  by  the  new  corporation, 
and  new  coupons  issued  thereon;  and  such  extended  bonds  and  coupons 
shall  have  the  same  priority  of  lien  over  the  mortgage  of  the  new  cor¬ 
poration  as  to  the  property  described  in  the  mortgages  securing  them  as 
such  sectional  bonds  now  have.  And  the  bonds  secured  by  the  said 
mortgage,  for  twenty-two  million  dollars  shall  be  reserved  by  the  trustees 
of  such  mortgage,  to  the  aggregate  amount  of  five  million  three  hundred 
and  forty-three  thousand  dollars  ($5,343,000),  for  the  purpose  of  exchang¬ 
ing  the  same  for  sectional  mortgage  bonds  as  aforesaid;  and  such  re¬ 
served  bonds  shall  neither  be  issued  nor  used  for  any  other  purpose  than 
that  of  exchanging  or  paying,  or  otherwise  satisfying  the  said  sectional 
mortgage  bonds  to  an  equal  amount. 

Eighth.  As  the  consideration  for  the  property,  rights  and  franchises 
to  be  conveyed  to  it,  as  aforesaid,  the  new  corporation  shall,  with  all 
convenient  speed,  create  and  deliver  to  the  purchasing  committee  the 
stock  and  bonds  mentioned  in  the  ninth,  tenth,  eleventh,  twelfth,  thir¬ 
teenth  and  twentieth  articles  hereof,  to  the  extent  required  to  carry  this 
agreement  into  effect. 

Ninth.  Bonds  of  the  new  corporation,  for  one  thousand  dollars  each, 
of  the  said  issue  of  twenty-two  million  dollars  ($22,000,000),  bearing 
interest  at  five  per  cent,  per  annum,  payable  semi-annually,  principal  and 
interest  payable  in  gold  coin,  as  aforesaid,  maturing  fifty  years  after  their 
date,  secured  by  a  first  consolidated  mortgage,  and  in  form  either  coupon 
or  registered,  shall  be  delivered  to  the  holders  (assenting  hereto)  of  the 
existing  consolidated  first  mortgage  bonds  of  the  Columbus,  Chicago 
and  Indiana  Central  Railway  Company,  and  of  the  certificates  issued  as 
aforesaid,  to  represent  certain  of  the  said  bonds,  by  the  Union  Trust 
Company  of  New  York,  upon  the  following  basis: 

1.  One  of  the  said  bonds  to  the  holder  of  each  bond  for  one  thousand 
dollars  ($1,000),  secured  by  the  said  consolidated  mortgage  of  the  Colum¬ 
bus,  Chicago  and  Indiana  Central  Railway  Company,  with  all  coupons 
from  and  including  April  1,  1875,  for  which  no  such  certificate  as  afore¬ 
said  has  been  issued. 

2.  One  of  the  said  bonds  to  the  holder  of  each  certificate  issued,  as 
aforesaid,  by  the  Union  Trust  Company  of  New  York. 

Tenth.  Each  assenting  holder  of  one  consolidated  first  mortgage  bond 
of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Company,  with 
coupons  as  aforesaid,  or  of  one  certificate  as  aforesaid,  shall,  upon  the 
organization  of  the  new  corporation  as  aforesaid,  be  entitled  to  receive, 
by  way  of  compensation  for  accumulated  interest  on  such  bonds,  one 


CORPORATE  HISTORY. 


66 1 


hundred  and  fifty  dollars  ($150)  in  cash,  out  of  the  two  million  four 
hundred  thousand  dollars  ($2,400,000),  coming  as  aforesaid  from  the  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company,  and  four  hundred 
dollars  ($400)  in  the  preferred  stock  of  the  new  corporation. 

Eleventh.  Each  assenting  holder  of  one  thousand  dollars  ($1000)  of 
the  income  or  second  consolidated  mortgage  bonds  of  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company  shall  be  entitled  to 
receive,  upon  the  said  reorganization,  by  way  of  compensation  for  the 
principal  of  and  accumulated  interest  on  such  bonds,  one  thousand  two 
hundred  and  fifty  dollars  ($1250)  in  preferred  stock  of  the  new  corpora¬ 
tion,  and  two  hundred  and  fifty  dollars  ($250)  in  common  stock,  con¬ 
ditioned,  however,  upon  such  bondholder  paying  to  the  purchasing  com¬ 
mittee,  for  the  uses  herein  set  forth,  ten  per  cent,  in  cash  upon  the  par 
value  of  the  bonds  so  held  by  him;  which  sum  each  of  the  said  bond¬ 
holders  agrees  to  pay,  on  notice  given  in  like  manner  as  provided  for  the 
notice  to  deposit  bonds. 

Twelfth.  Each  assenting  creditor  of  the  Columbus,  Chicago  and  In¬ 
diana  Central  Railway  Company,  holding  a  valid  unsecured  claim  against 
it,  shall  be  entitled  to  receive,  upon  the  said  reorganization,  common 
stock  of  the  new  corporation,  to  the  par  value  of  such  claim,  without 
interest,  upon  the  payment  in  cash  of  five  per  cent,  of  such  par  value,  to 
the  purchasing  committee,  for  the  uses  herein  set  forth;  which  sum  each 
of  such  creditors  agrees  to  pay,  on  notice  given  in  the  manner  aforesaid. 

Thirteenth.  Each  assenting  holder  of  two  shares  of  the  common  stock 
of  the  Columbus,  Chicago  and  Indiana  Central  Railway  Company  shall 
be  entitled  to  receive,  upon  the  said  reorganization,  one  share  of  the 
common  stock  of  the  new  corporation,  upon  the  payment  in  cash  of  five 
dollars  on  each  share  of  the  old  stock,  to  the  purchasing  committee,  for 
the  uses  herein  set  forth:  which  sum  each  of  such  shareholders  agrees 
to  pay  on  notice  given  in  the  manner  aforesaid. 

Fourteenth.  The  said  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company  agrees  and  covenants  that  it  will,  upon  the  said  reorganiza¬ 
tion  being  fully  effected,  pay  over  to  the  purchasing  committee,  for  the 
uses  herein  set  forth,  the  said  sum  of  two  million  four  hundred  thousand 
dollars  ($2,400,000),  and  will  also  account  for  and  forthwith  pay  over  to 
them  all  net  proceeds  arising  from  the  operation  of  the  said  railway 
from  January  1,  1880,  down  to  the  date  of  such  reorganization,  not 
already  paid  in  under  the  continuing  order  of  the  court;  and  further, 
that  it  will  surrender  for  conversion  into  new  stock,  upon  the  basis  set 
forth  in  the  eleventh  article  hereof,  all  income  bonds  owned,  held  or 
controlled  by  or  for  it,  including  the  income  bonds  for  $660,000,  to 
which  it  was  adjudged  entitled  for  betterments,  under  the  seventh  section 
of  the  decree  of  court,  of  February  16,  1880. 

Fifteenth.  The  Pennsylvania  Railroad  Company  hereby  guarantees 
the  performance  by  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company  of  the  covenants  set  forth  in  the  preceding  articles;  and  it  will, 
as  the  holder  of  one  million  two  hundred  and  fifty-eight  thousand 
dollars  ($1,258,000)  of  the  existing  second  mortgage  bonds  of  the 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  forthwith 


662  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


convert  the  same  into  the  existing  income  bonds  of  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  and  when  so  converted, 
will  surrender  for  conversion  into  stock,  in  accordance  with  article  elev¬ 
enth  of  this  agreement,  such  income  bonds,  together  with  all  other  income 
bonds  owned,  held,  or  controlled  by  or  for  it,  to  an  amount  not  less  than 
three  million  five  hundred  and  four  thousand  dollars  ($3,504,000),  par 
value,  in  addition  thereto. 

Sixteenth.  The  covenants  aforesaid,  on  the  part  of  the  said  Pennsyl¬ 
vania  Railroad  Company  and  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company,  are  made  with  the  express  understanding  and  agree¬ 
ment  that  all  existing  contracts,  of  whatever  nature  or  kind,  connected 
with  and  including  the  said  original  and  amended  agreements  between  the 
said  two  companies  and  the  Columbus,  Chicago  and  Indiana  Central 
Railway  Company,  are  to  be  cancelled,  and  that  the  said  two  companies 
are  to  be  released  from  all  claims  arising  therefrom,  in  any  shape  or 
form.  And  the  other  parties  to  this  agreement,  by  executing  the  same, 
hereby  (conditionally,  however,  upon  the  full  performance  of  this  agree¬ 
ment  by  the  said  two  companies)  assent  to  the  cancellation  of  said 
original  and  amended  lease  and  all  agreements  heretofore  existing  be¬ 
tween  the  said  three  companies,  in  any  manner  connected  with  the  lease 
of  the  Columbus,  Chicago  and  Indiana  Central  Railway,  and  do  further 
agree  that  income  bonds,  to  the  amount  of  $660,000,  shall  be  issued  by 
the  Columbus,  Chicago  and  Indiana  Central  Railway  Company  to  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railroad  (Railway)  Company,  for 
the  purpose  of  exchange  in  the  manner  provided  for  in  the  fourteenth 
article  hereof. 

Seventeenth.  Upon  the  plan  of  reorganization  herein  set  forth  being 
fully  carried  out,  and  the  title  to  the  said  property  of  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company  vested  in  the  new  cor¬ 
poration,  all  the  securities,  evidences  of  debt  and  stock  of  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  deposited  with  the 
purchasing  committee,  shall  be  surrendered  by  them  to  the  new  cor¬ 
poration,  so  that  the  only  stock  and  securities,  representing  the  property 
of  the  new  corporation,  shall  be  those  hereinbefore  provided  for. 

Eighteenth.  The  mortgage  securing  the  bonds  of  the  new  corpora¬ 
tion  shall  contain  all  clauses  which,  in  the  judgment  of  the  purchasing 
committee,  may  be  expedient  to  make  the  bonds  secure  and  marketable. 

Ninteenth.  Payments  in  respect  of  income  bonds,  evidences  of  debt 
or  the  common  stock  of  the  Columbus,  Chicago  and  Indiana  Central 
Railway  Company,  on  the  terms  hereinbefore  specified,  must  be  made 
to  such  trust  company  or  bank  as  may  be  designated  by  the  purchasing 
committee,  before  the  expiration  of  such  time  as  may  be  limited  by  them, 
as  aforesaid. 

Twentieth.  Such  bonds  and  stock  of  the  new  corporation  as  may  not 
have  been  subscribed  for  by  the  holders  of  the  securities  of  the  old  cor¬ 
poration,  and  which  the  holders  of  such  securities  would  have  been  en¬ 
titled  to  subscribe  for,  under  the  terms  of  this  agreement,  may  be  sold 
and  disposed  of  by  the  purchasing  committee,  upon  such  terms  and  con¬ 
ditions  as  they  may  deem  best  for  the  interest  of  the  new  corporation, 


CORPORATE  HISTORY. 


663 


provided  they  are  not  sold  or  disposed  of  for  a  less  amount  than  what 
they  would  have  produced  had  they  been  subscribed  for  by  the  holders  of 
the  old  securities  aforesaid;  and  the  bonds  and  stock  of  the  new  cor¬ 
poration,  and  all  moneys  and  other  property  which  may  come  into  the 
hands  of  the  purchasing  committee  under  this  agreement,  and  which  shall 
not  be  required  for  the  purpose  of  carrying  it  into  execution,  shall  be 
paid  and  delivered  to  the  new  corporation. 

Twenty-first.  The  purchasing  committee  shall  be  liable  only  for  gross 
negligence  or  willful  default;  and  no  one  of  them  shall,  under  any  cir¬ 
cumstances,  be  liable  except  for  his  own  personal  acts.  If  a  vacancy 
shall  occur,  from  any  cause  whatever,  in  the  purchasing  committee,  the 
remaining  member  or  members  may  fill  the  vacancy,  but  shall  not  be 
obliged  to  do  so,  while  two  remain  to  execute  the  trust.  Any  person 
appointed  to  fill  such  vacancy,  and  accepting  the  appointment,  shall, 
immediately  and  without  further  act,  succeed  to  all  the  rights  and  duties 
of  his  predecessor;  and  the  purchasing  committee  may,  in  all  cases,  act 
by  a  majority  of  their  number. 

Twenty-second.  If,  by  reason  of  delays  caused  by  opposition  in  the 
courts  or  otherwise,  the  reorganization  herein  provided  for  is  not  effected 
by  such  time  as  will  permit  the  issue  of  the  new  corporation’s  bonds, 
with  the  first  full  coupons  maturing  on  April  1,  1883,  an  allowance, 
cither  in  cash  or  extra  coupons  or  bonds,  as  the  purchasing  committee 
shall  deem  most  expedient,  shall  be  made  to  the  parties  entitled  to 
receive  such  new  bonds  under  this  agreement,  so  that  they  shall  in  effect 
receive  interest  on  such  bonds  from  October  1,  1882. 

Twenty-third.  The  purchasing  committee  may  employ  such  agents, 
assistants,  attorneys  and  counsel  as  they  may  deem  expedient,  either  for 
themselves  as  a  committee  or  for  the  trustees  of  any  of  the  said  mort¬ 
gages,  if  so  desired  by  such  trustees,  for  the  purpose  of  carrying  out  the 
general  intent  of  this  agreement;  and  they  may  defray  the  expenses  of 
such  assistance,  and  all  other  expenses  incident  to  the  full  execution  of 
this  agreement  or  to  the  negotiations  and  arrangements  preliminary 
thereto,  out  of  the  moneys  coming  into  their  hands  as  such  committee, 
and  shall  be  entitled  to  such  just  and  fair  compensation  for  their  services 
as  may  be  agreed  upon  between  them  and  the  new  corporation;  and  the 
new  corporation  shall  indemnify  them  against  all  loss  by  reason  of  any 
such  expenses  as  aforesaid. 

Twenty-fourth.  The  purchasing  committee  shall  have  power  to  supply 
any  deficiencies  or  omissions  and  reconcile  any  inconsistencies  which 
may  hereafter  be  discovered  in  the  plan  of  reorganization;  and,  with 
the  written  consent  of  a  majority  in  interest  of  the  holders  of  bonds  and 
trust  certificates  subscribing  hereto,  the  purchasing  committee  may  alter 
and  amend  this  agreement  in  any  manner  which  shall  not  change  the 
relative  rights  and  interests  of  the  parties  or  give  to  one  party  a  greater 
advantage  over  any  other  than  is  now  given.  If  the  amount  of  stock 
and  bonds,  herein  provided  for,  should  exceed  the  amount  permitted 
by  the  laws  of  any  of  the  states  under  which  the  new  corporation  is  to 
be  formed,  the  same  may  be  reduced  pro  rata,  to  conform  to  such  laws, 
but  so  as  to  give  to  each  party,  as  nearly  as  possible,  the  same  amount 
of  income  from  his  investment  as  is  ‘herein  contemplated. 


664  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO 


Twenty-fifth.  Inasmuch  as  it  may  be  necessary  to  form  separate  cor¬ 
porations  in  each  state  through  which  the  said  railroad  runs,  before  a 
consolidated  corporation  can  be  formed,  or  it  may  be,  for  other  reasons, 
expedient  to  organize  several  corporations  to  own  and  hold  the  said 
property,  the  purchasing  committee  may,  in  their  discretion,  organize 
several  corporations  for  that  purpose,  dividing  the  property  between 
them  with  stock  and  bonds  in  all  to  the  amount  hereinbefore  prescribed; 
and  the  words  “  the  new  corporation,”  wherever  they  occur,  shall  be  con¬ 
strued  as  meaning  the  corporation  or  several  corporations  which  may  be 
organized  to  carry  out  the  plan  of  reorganization  hereby  contemplated; 
and,  if  the  purchasing  committee  deem  it  best  to  reorganize  the  existing 

olumbus,  Chicago  and  Indiana  Central  Railway  Company,  changing 
the  amount  of  its  debts  and  stock  to  conform  to  this  plan,  they  may  do 
so;  and,  m  that  case,  the  words  “the  new  corporation,”  shall  be  con¬ 
strued  as  meaning  the  said  company  as  reorganized. 

Twenty-sixth.  Any  of  the  persons  or  corporations  hereinbefore  desig¬ 
nated  as  intended  to  be  parties  to  this  agreement  may  subscribe  the  same 
at  any  time  on  or  before  the  1st  day  of  October,  1882,  after  which  date 
no  one  shall  be  entitled  to  subscribe  this  agreement  or  partake  of  the 

advantages  thereof,  except  by  the  express  consent  in  writing  of  the 
purchasing  committee. 

Twenty-seventh.  Any  copy  of  this  agreement  may  be  subscribed  and 

e  ivered  to  the  purchasing  committee,  and,  if  accepted  by  them,  shall 

have  the  same  force  and  effect  as  to  the  signature  of  every  party  thereto 

as  if  such  signature  were  appended  in  like  manner  to  the  original  instru¬ 
ment. 

In  witness  whereof,  the  said  corporations  have  caused  these  presents 
o  be  signed  by  their  respective  presidents  and  their  corporate  seals  to 
be  affixed  hereto  and  attested  by  their  secretaries,  in  pursuance  of  the 
authority  of  the  boards  of  directors  of  the  said  corporations  respectively 

and  the  other  parties  hereto  have  hereunto  set  their  hands  and  seals  the 
1st  day  of  July,  1882. 


DEED. 

Columbus,  Chicago  and  Indiana  Central  Railway  Company  Con¬ 
veying  Road  to  Receivers. 

Dated  May  25,  1875. 

An  indenture,  made  the  twenty-fifth  day  of  May,  eighteen  hundred 
and  seventy-five,  between  the  Columbus,  Chicago  and  Indiana  Central 
Railway  Company,  party  of  the  first  part,  and  James  A.  Roosevelt  and 
William  R.  Fosdick,  parties  of  the  second  part. 

Whereas,  By  an  order  made  by  the  Circuit  Court  of  the  United  States 
or  the  district  of  Indiana,  at  November  term  of  the  year  eighteen  hun¬ 
dred  and  seventy-four,  which  order  was  entered  on  the  day 

of  February,  eighteen  hundred  and  seventy-five,  in  a  certain  suit  pending 
in  such  court,  wherein  James  A.  Roosevelt  and  William  R.  Fosdick, 
trustees,  are  complainants,  and  the  Columbus,  Chicago  and  Indiana  Cen¬ 
tral  Railway  Company  are  defendants,  it  was  ordered,  adjudged  and 
decreed  that  the  said  James  A.  Roosevelt  and  William  R.  Fosdick  be 
and  they  were  thereby,  appointed  receivers  of  the  railroad  and  equip- 


CORPORATE  HISTORY. 


665 


ments,  and  appurtenances,  and  other  mortgaged  premises  embraced  in 
and  covered  by  the  mortgage  to  the  complainants  in  said  suit  in  the  bill 
of  complaint  in  said  suit  described,  and  of  the  earnings,  and  income, 
rents,  issues  and  profits  thereof;  and  that  the  said  defendant,  the  Colum¬ 
bus,  Chicago  and  Indiana  Central  Railway  Company,  by  its  proper  officer 
in  that  behalf,  do  forthwith  transfer  and  convey  to  the  said  receivers  the 
said  railroad  and  equipment  and  appurtenances  and  the  other  mortgaged 
premises  embraced  in  and  covered  by  the  said  mortgage  to  the  said  com¬ 
plainants,  and  such  income,  rents,  issues  and  profits  thereof. 

Now,  this  indenture  witnesseth,  That  the  said  party  of  the  first  part, 
in  obedience  to  the  said  order,  and  in  consideration  of  the  premises  and 
of  one  dollar  to  it  in  hand  paid,  at  and  before  the  ensealing  and  delivery 
of  these  presents,  the  receipt  whereof  is  hereby  acknowledged,  doth 
hereby  grant,  convey,  assign  and  transfer  to  the  said  parties  of  the 
second  part,  the  railroad  and  equipments  and  appurtenances  and  other 
mortgaged  premises  embraced  in  and  covered  by  the  mortgage  above 
mentioned,  the  same  being  the  mortgage  bearing  date  February  twentieth, 
eighteen  hundred  and  sixty-eight,  made  by  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company  to  James  A.  Roosevelt  and  William 
R.  Fosdick,  as  trustees,  and  the  income,  rents,  issues  and  profits  thereof, 
the  line  of  the  said  railroad  extending  from  Columbus,  in  Ohio,  to  In¬ 
dianapolis,  in  Indiana,  and  to  Chicago,  in  Illinois;  to  have  and  to  hold 
the  same  unto  the  said  parties  of  the  second  part  as  such  receivers,  and 
their  successors,  subject  to  the  orders  of  the  said  Circuit  Court  of  the 
United  States  for  the  district  of  Indiana  in  the  premises. 

In  witness  whereof,  the  said  party  of  the  first  part  hath  hereunto  affixed 
its  corporate  seal,  and  caused  the  same  to  be  attached  by  its  president,  the 
day  and  year  first  above  written. 

The  words  “  of  the  first  part  ”  being  first  interlined. 

Columbus,  Chicago  and  Indiana  Central  Railway  Company, 

By  B.  E.  SMITH,  President. 

Attest: 

G.  MOODIE,  Secretary. 

Acknowledged  before  H.  G.  Dennison,  notary  public,  Franklin  county, 
Ohio,  June  1,  1875. 

COURT  PROCEEDINGS  RELATIVE  TO  THE  SALE  OF  THE 
COLUMBUS,  CHICAGO  AND  INDIANA  CENTRAL 

RAILWAY. 

DECREE  OF  SALE. 

By  the  United  States  Circuit  Court  for  the  Northern  District 

of  Illinois  and  District  of  Indiana. 

United  States  Circuit  Court. 

Northern  District  of  Illinois. 

Wednesday,  November  15,  1882. 

Present,  Hon.  Thos.  Drummond,  judge.  James  A.  Roosevelt  and 
William  R.  Fosdick  vs.  The  Columbus,  Chicago  and  Indiana  Central 


666  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Railway  Company,  Frederick  R.  Fowler,  Archibald  Parkhurst  and  John 
B.  Thompson.  Pending  on  original,  amended  and  supplemental  bills. 
William  L.  Scott  vs.  the  Columbus,  Chicago  and  Indiana  Central  Rail¬ 
way  Company,  James  A.  Roosevelt,  William  R.  Fosdick,  Frederick  R. 
Fowler,  Archibald  Parkhurst,  Jr.,  and  John  B.  Thompson.  Pending  on 
cross  bill. 

These  causes  coming  on  now  to  be  heard,  are  set  down  for  hearing  upon 
the  original,  amended  and  supplemental  and  cross  bills  of  complaint, 
and  the  exhibits  therewith  respectively  filed,  the  answer  to  the  cross  bill 
of  complaint  filed  by  James  A.  Roosevelt  and  William  R.  Fosdick,  the 
replication  thereto  filed  by  the  said  William  L.  Scott,  and  upon  the  ex¬ 
hibits  and  testimony,  and  upon  the  order  to  take  the  bill  pro  confesso 
entered  at  the  last  term  as  against  the  several  defendants  in  default,  upon 
all  which  the  court  being  fully  advised,  doth  find  that  the  material  alle¬ 
gations  of  said  original,  amended,  supplemental  and  cross  bills  are  true, 
except  as  hereinafter  reserved  or  found  to  the  contrary,  and  that  the  equity 
of  the  cause  is  with  said  complainants  in  said  original  amended  and  sup¬ 
plemental  bills,  and  with  the  complainant  in  said  cross  bill,  except  as 
hereinafter  found  to  the  contrary  or  reserved  for  future  consideration,  and 
the  court  particularly  finds  from  the  exhibits  and  evidence  aforesaid  that 
Joseph  T.  Thomas  has  resigned  his  office  as  trustee  as  alleged  in  said 
pleadings,  and  that  said  defendant,  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company,  is  a  consolidated  corporation  existing  in  the 
states  of  Ohio,  Indiana  and  Illinois,  duly  created,  formed  and  organized 
by  the  consolidation  of  other  corporations  theretofore  existing  in  said 
states,  and  that  before  and  on  the  20th  day  of  February,  1868,  it  was  the 
owner  and  in  possession  of  a  line  of  railway  extending  from  Columbus 
to  Indianapolis,  in  Indiana,  and  to  Chicago  and  elsewhere  in  Illinois, 
more  particularly  described  as  follows:  Lying,  being  and  extending  from 
its  terminus  in  the  city  of  Chicago,  in  the  state  of  Illinois,  through  the 
county  of  Cook,  in  said  state,  southward  to  the  state  of  Indiana,  and 
through  the  counties  of  Lake,  Porter,  Laporte,  Stark,  Pulaski,  Cass, 
Howard,  Tipton,  Madison,  Henry  and  Wayne,  in  Indiana,  to  the  city  of 
Richmond  in  Indiana;  and  thence  eastward  to  the  state  of  Ohio,  and 
through  the  counties  of  Preble,  Darke,  Miami,  Champaign,  Union,  Madi¬ 
son  and  Franklin,  to  the  city  of  Columbus,  Ohio;  and  also  extending  from 
the  city  of  Richmond  aforesaid,  in  the  state  of  Indiana,  westward  through 
the  counties  of  Wayne,  Henry,  Hancock  and  Marion,  to  the  city  of  In¬ 
dianapolis,  in  Indiana;  and  also  extending  from  the  main  line  aforesaid, 
at  a  point  in  Miami  county,  Ohio,  westward  through  the  county  of  Darke, 
in  Ohio,  to  theUndiana  state  line,  at  Union  city;  and  thence  westward 
through  the  counties  of  Randolph,  Jay,  Blackford,  Grant,  Miami,  Cass, 
White,  Jasper  and  Newton,  in  Indiana,  to  the  line  of  the  state  of  Illinois 
in  the  direction  towards  Peoria,  being  altogether  in  length  of  railway 
about  five  hundred  and  eighty-six  and  a  half  miles,  four  hundred  and 
twenty-four  and  one-half  miles  thereof  being  in  the  state  of  Indiana, 
about  one  hundred  and  thirty-four  and  one-half  miles  thereof  being  in 
the  state  of  Ohio,  and  about  twenty-seven  and  one-half  miles  thereof 
being  in  the  state  of  Illinois. 


CORPORATE  HISTORY. 


667 


That  said  railroad  company  then  owned  and  possessed  all  and  singular 
the  franchises  and  equipments,  property,  tolls,  lands,  tenements,  build¬ 
ings,  fixtures  and  machinery  connected  with  or  used  in  the  use  or  opera¬ 
tion  of  said  railway,  or  appurtenant  thereto,  all  rails,  ties,  fuel,  fencing 
and  erections,  all  rights  of  way  and  easements,  and  all  cars,  engines  and 
tools,  revenues,  privileges  and  appurtenances  thereof,  and  hereinafter 
described. 

And  the  court  further  find,  that  on  said  twentieth  day  of  February,  1868, 
the  said  the  Columbus,  Chicago  and  Indiana  Central  Railway  Company 
duly  made  and  executed,  under  its  corporate  seal,  attested  by  its  president 
and  secretary,  and  delivered  to  said  James  A.  Roosevelt  and  William  R. 
Fosdick,  its  certain  indenture  of  mortgage  or  deed  of  trust,  bearing  date 
February  28th,  1868,  whereby  it  conveyed  unto  said  Roosevelt  and  Fos- 
-dick,  as  trustees,  in  fee  simple,  but  by  way  of  mortgage,  all  its  line  of 
railway  aforesaid,  by  the  description  aforesaid,  together  with  all  its 
franchises,  equipments,  property,  tolls,  issues  and  profits,  and  all  its 
lands,  tenements,  buildings,  fixtures,  machinery,  goods  and  chattels 
connected  with  or  used  in  the  using  and  operating  of  said  railway  or 
appurtenant  thereto,  and  all  its  rails,  ties,  fuel,  fencing  and  erections,  and 
all  its  rights  of  way  and  easements,  and  all  cars,  engines  and  tools,  and 
all  rents,  reservations  and  reversions  of  every  nature  and  kind  whatever, 
including  all  said  property  between  said  terminal  points  which  said  rail¬ 
way  company  then  had  or  owned  and  possessed,  or  might  thereafter 
acquire,  either  in  law  or  in  equity,  of  every  kind  whatever  appurtenant 
thereto,  but  not  including  nor  operating  to  transfer  any  lands,  goods, 
chattels,  property,  machinery,  equipment  or  other  matters  which  said 
company  then  owned  or  might  thereafter  acquire,  that  need  not  be  used 
for  any  purposes  incident  to  the  management  or  operation  of  said  rail¬ 
way  or  the  repair  thereof,  or  in  the  business  of  such  railway  company, 
nor  any  right  of  way,  easements,  franchises,  powers  or  right  to  build 
a  railway  from  Chicago  to  Galena  or  to  any  other  place  west  of  Chicago, 
to  have  and  to  hold  the  said  railway,  property,  premises,  interests,  rights 
and  appurtenances  as  aforesaid,  and  thereby  conveyed  or  intended  so  to 
be,  by  said  conveyance,  to  said  Roosevelt  and  Fosdick,  as  such  trustees, 
as  aforesaid,  and  to  their  successors  in  said  trust,  or  assigns,  to  and  for 
the  only  use,  benefit  and  behoof  of  the  said  trustees  and  their  cestui  que 
trust,  their  successors  and  assigns  forever,  but  in  special  trust  and  con¬ 
fidence  and  upon  the  conditions  following,  that  is  to  say:  among  others, 
for  the  benefit,  protection  and  security  of  the  persons  and  corporations 
who  might,  from  time  to  time,  be  and  become  the  holders  and  owners 
of  certain  bonds  hereinafter  described  of  said  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  which  bonds  said  mortgage  or  deed 
of  trust  recited  that  said  Columbus,  Chicago  and  Indiana  Central  Railway 
Company  were  about  to  make  to  the  amount  of  fifteen  millions  of  dollars, 
each  bond  to  be  for  the  sum  of  one  thousand  dollars,  and  to  bear  seven 
per  cent,  per  annum  interest,  payable  semi-annually,  and  the  principal  to 
be  payable  on  the  first  day  of  April,  A.  D.  1908,  and  both  principal  and 
interest  to  be  payable  in  the  city  of  New  York,  said  bonds  to  be  dated 
the  20th  day  of  February,  1868,  and  the  semi-annual  interest  thereon  to 


668  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

be  made  payable  on  the  first  days  of  April  and  October  in  each  year, 
with  an  interest  warrant  or  coupon  for  each  semi-annual  payment  of 
interest,  made  and  authenticated  for  and  on  behalf  of  said  mortgagor 
company,  by  the  secretary  of  said  company,  and  annexed  to  said  bonds, 
said  bonds  to  be  prepared  and  signed  by  the  president  of  said  company 
by  and  on  behalf  thereof,  and  attested  by  the  secretary,  and  to  have 
annexed  to  each  of  them  a  certificate  of  authentication  of  the  trustee  or 
trustees  under  the  mortgage  made  to  secure  them,  without  which  said 
bonds  should  not  be  obligatory;  and  said  mortgage  or  deed  of  trust 
provided  that  said  conveyance  should  be  for  the  benefit  and  protection 
and  security  of  said  holders  and  owners  of  said  bonds,  for  enforcing 
the  stipulations  of  said  company  as  to  said  issue  of  bonds,  and  the  dis¬ 
posal  thereof,  and  securing  the  same,  and  all  the  coupons  or  interest 
warrants  attached  to  them,  and  the  final  payment  thereof,  in  their  true 
intent  and  meaning,  whether  as  contained  in  said  bonds  or  in  said 
coupons,  or  in  said  deed  of  trust  or  mortgage;  and  further,  that  if  said 
Columbus,  Chicago  and  Indiana  Central  Railway  Company  should  well 
and  truly  pay  to  the  holders  of  said  bonds  so  to  be  issued  and  thereby 
secured,  the  respective  sums  of  money  and  interest  due  and  accruing 
thereon,  and  on  each  of  them  on  the  days  and  times  therein  mentioned, 
and  according  to  the  tenor  and  effect  of  said  bonds,  that  then  and 
thenceforth  said  deed  of  trust  or  mortgage,  and  the  estate  thereby 
granted,  should  become  and  be  utterly  void  and  of  no  further  effect,  and 
by  said  payment  wholly  annulled  and  satisfied,  but  that  until  default  in 
the  making  of  such  payment,  or  of  something  required  in  said  mortgage 
or  deed  of  trust,  to  be  done  by  said  railway  company,  said  railway 
company  should  be  suffered  and  permitted  to  possess,  use,  manage  and 
operate  said  railway,  property,  franchises,  and  appurtenances,  and  to 
renew,  replace  and  repair  the  same  and  every  part  thereof,  and  to  take 
and  receive  and  use  the  tolls,  rents,  issues,  incomes  and  profits  thereof, 
and  the  same  to  dispose  of  in  any  manner  not  inconsistent  with  such 
mortgage  or  deed  of  trust,  and  said  mortgage  or  deed  of  trust  provided 
that  in  case  default  should  be  made  in  the  payment  of  any  interest  upon 
any  of  said  bonds,  according  to  the  tenor  of  the  coupons  thereto  annexed, 
or  of  the  provisions  of  said  mortgage  or  deed  of  trust,  or  in  case  default 
should  be  made  in  the  principal  of  said  bonds  or  any  of  them  when  the 
same  should  become  due,  without  the  consent  of  the  holder  of  such  bond 
on  which  such  default  should  occur,  that  the  said  Columbus,  Chicago 
and  Indiana  Central  Railway  Company  should,  within  six  months  after 
such  default,  said  deiault  still  continuing,  on  demand  of  said  Roosevelt 
and  Fosdick,  trustees,  surrender  to  them  the  possession  of  said  granted 
railway,  that  they  might  manage,  operate  and  control  the  same  for  the 
purpose  of  paying  and  securing  the  income,  issues  and  profits  thereof 
to  the  payment  of  the  said  interest  so  in  default;  and  further,  that  no 
such  demand  for  possession  should  be  made  by  said  trustees  until  they 
should  have  been  required  by  the  holders  of  at  least  one-half  of  said 
bonds  then  outstanding  and  unpaid,  to  make  such  demand,  and  take 
such  possession;  and  said  mortgage  further  provided,  that  in  case  such 
default  should  be  made,  and  continue  as  aforesaid  for  the  period  of  six 


CORPORATE  HISTORY. 


669 


months  after  such  default,  it  should  be  lawful  for  the  said  trustees, 
Roosevelt  and  Fosdick,  or  their  successors,  after  entry  as  aforesaid,  or 
without  entry,  to  sell  and  dispose  of  all  and  singular  the  said  premises 
and  property,  rights  and  franchises  thereby  conveyed  or  intended  to  be, 
as  an  entirety,  at  public  auction  in  the  city  of  Logansport,  Indiana,  at 
such  time  as  the  said  trustees  might  appoint,  having  first  demanded  of 
the  said  railway  company  full  payment  of  all  money  then  in  default,  and 
given  sixty  days’  notice  of  such  time  and  place  of  sale,  and  a  full  descrip¬ 
tion  of  the  property  so  to  be  sold,  by  advertisement  thereof  in  three 
newspapers,  one  published  in  the  state  of  Ohio,  one  in  the  state  of 
Indiana,  and  one  published  in  the  city  of  New  York,  and  to  adjourn 
said  sale  from  time  to  time,  in  their  discretion,  and  after  adjournment  to 
make  such  sale,  without  further  notice,  at  the  time  and  place  to  which  it 
might  be  so  adjourned,  and,  upon  said  sale,  to  convey  said  premises  so 
sold,  by  good  and  sufficient  conveyances,  to  the  purchaser  or  purchasers 
thereof,  and  to  appropriate  the  net  proceeds  of  said  sale  to  the  payment 
of  the  interest  then  in  arrear  and  afterwards  to  the  principal  of  said  bonds 
so  issued  and  outstanding,  and  to  pay  any  surplus  to  the  said  railway 
company,  with  the  further  provision  that  said  trustees  might,  in  their 
discretion,  sell  said  premises  subject  to  any  and  all  mortgage  liens,  or 
any  part  thereof,  which  might,  at  the  time,  have  priority  over  the  lien 
of  said  deed  of  trust  or  mortgage,  and  that,  at  any  sale  of  said  property, 
or  any  part  thereof,  made  by  virtue  of  said  deed  of  trust  or  mortgage, 
or  by  judicial  authority,  said  trustee  or  trustees  might  bid  for  and  pur¬ 
chase,  or  cause  to  be  purchased,  the  property  so  sold,  or  any  part  thereof, 
in  behalf  of  the  holders  of  said  bonds  secured  by  said  deed  of  trust  or 
mortgage  then  outstanding,  at  a  reasonable  price,  if  only  a  part  should 
be  sold,  but  if  the  whole  property  be  sold,  then  at  a  price  not  exceeding 
the  whole  amount  of  said  bonds  and  interest  then  outstanding.  And 
further,  it  was  thereby  and  therein  provided,  that  if  default  should  be 
made,  by  the  said  railway  company,  in  the  payment  of  any  half  year’s 
interest  on  any  of  said  bonds,  and  the  warrant  or  coupon  for  such 
interest  should  have  been  presented,  and  its  payment  demanded,  and 
such  default  should  have  continued  six  months  after  such  demand,  with¬ 
out  the  consent  of  the  holder  of  such  coupon  and  bond,  then  and  there¬ 
upon  the  principal  of  all  the  said  bonds,  thereby  secured,  should  be  and 
become  immediately  due  and  payable,  anything  in  such  bonds  to  the 
contrary  notwithstanding;  and  that  said  Roosevelt  and  Fosdick,  trustees, 
might  so  declare  the  same  and  notify  the  said  railway  company  thereof, 
and  upon  the  written  request  of  the  holders  of  a  majority  of  said  bonds 
then  outstanding  might  proceed  to  collect  such  principal  and  interest 
of  all  such  bonds  then  outstanding  by  foreclosure  and  sale  of  said  prop¬ 
erty  or  otherwise,  as  in  said  mortgage  or  deed  of  trust  provided.  And 
it  was  therein  and  thereby  further  provided,  that  the  said  railway  com¬ 
pany  would  create  and  make  a  sinking  fund  for  the  payment  of  said 
bonds,  and  each  of  them,  by  setting  aside  or  depositing  with  the  sinking 
fund  commissioner  or  commissioners,  to  be  appointed  by  said  railway 
company  for  that  purpose,  from  and  after  the  first  day  of  April,  in  the 
year  1870,  and  annually  thereafter,  until  the  maturity  of  said  bonds, 


670  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

from  the  net  earnings  of  the  said  railroad  and  property,  for  the  payment 
of  all  interest  on  said  bonds,  and  also  the  interest  on  all  bonds,  being 
a  prior  lien  on  said  property  or  any  part  of  it,  an  amount  of  money 
equal  to  the  one-half  of  one  per  cent,  of  the  principal  amount  of  all 
such  bonds  thereby  secured,  which  should  then  be  outstanding;  that 
such  sinking  fund  money  should,  from  time  to  time,  under  the  orders 
of  said  railway  company,  be  invested  in  the  purchase  of  the  bonds  so 
issued,  or  in  such  first  mortgage  bonds  so  to  be  redeemed,  or  in  bonds 
of  the  government  of  the  United  States,  or  of  the  states  of  Ohio,  Indiana 
or  Illinois,  and  the  money  accruing  on  any  and  all  such  investments 
for  interest,  as  fast  as  the  same  should  be  received,  should  be  added  to 
and  paid  into  said  sinking  fund  and  compounded  therein  continually 
and  reinvested  in  like  manner  with  the  other  money  of  said  fund. 

And  the  court  further  find  that  the  said  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company  had,  before  April  1,  1875,  issued, 
disposed  of  and  sold  to  divers  persons  and  corporations,  now  owners 
and  holders  thereof,  for  value,  and  the  same  are  now  outstanding  in 
their  hands,  bonds  of  said  issue  so  described  in  said  mortgage  or  deed 
of  trust,  and  attested,  evidenced  and  authenticated  as  in  said  mortgage 
or  deed  of  trust  is  provided,  to  the  number  of  ten  thousand  four  hundred 
and  seventy-eight,  of  the  par  value  in  all  of  ten  millions  four  hundred  and 
seventy-eight  thousand  dollars. 

And  the  court  further  find  that  said  obligor  and  mortgagor,  the 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  has  made 
default  in  the  payment  of  interest  upon  the  bonds  so  issued,  disposed 
of  and  sold,  as  follows,  to  wit:  the  installment  of  interest  which  accrued 
and  fell  due  on  the  first  day  of  April,  1875,  and  each  and  every  install¬ 
ment  of  interest  that  has  fallen  due  and  accrued  since  that  day  is  in 
default,  and  no  part  of  the  same  has  been  paid  by  said  obligor  and 
mortgagor  or  other  for  it,  but  that  part  of  the  coupons  therefor  were 
cancelled  in  the  course  of  the  execution  of  the  decree  of  the  Circuit 
Court  of  the  United  States  for  the  district  of  Indiana,  in  the  case  here¬ 
inafter  described,  as  appears  of  record  therein,  and  are  not  payable  by 
said  mortgagor. 

And  the  court  further  find  that  the  said  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company  has  wholly  failed  to  comply  with  the 
provision  and  stipulation  of  the  said  deed  of  trust  or  mortgage,  whereby 
it  was  agreed  to  create  and  make  the  said  sinking  fund  from  and  after 
the  first  day  of  April,  one  thousand  eight  hundred  and  seventy,  and 
annually  thereafter,  to  an  amount  equal  to  one-half  of  one  per  cent,  upon 
the  principal  amount  of  the  bonds  secured  by  the  said  mortgage  or 
deed  of  trust  and  then  outstanding,  and  that  said  company  has  not  made 
or  provided  any  such  sinking  fund  to  any  extent  whatever,  but  in  per¬ 
formance  of  its  obligations  and  stipulations  in  that  behalf  contained  in 
said  mortgage  or  deed  of  trust,  has  wholly  failed  and  made  default. 

And  the  court  further  find,  that  said  mortgagor  company  is  insolvent. 

And  the  court  further  find  that  under  and  by  virtue  of  a  certain  lease 
and  contract,  bearing  date  January  22,  1869,  made  by  and  between  the 
said  the  Columbus,  Chicago  and  Indiana  Central  Railway  Company, 


CORPORATE  HISTORY. 


671 


party  of  the  first  part,  and  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company,  party  of  the  second  part,  and  the  Pennsylvania  Rail¬ 
road  Company,  party  of  the  third  part,  and  by  a  certain  agreement  or 
amended  lease  or  contract  made  between  the  same  three  parties,  and 
bearing  date  February  1,  1870,  the  entire  railroad  aforesaid  of  the  said 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  with  the 
rolling  stock  and  equipments  and  appurtenances  thereof,  embracing 
all  the  premises  covered  by  the  said  mortgage  or  deed  of  trust,  to  said 
Roosevelt  and  Fosdick,  trustees,  was  leased  by  the  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company  to  the  said  the  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company,  for  the  term  of 
ninety-nine  years  from  February  1,  1869,  renewable  at  the  option  of  said 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  for  like  period 
forever;  but  subject,  however,  to  earlier  determination,  at  the  lessors’ 
option,  in  case  of  non-compliance  by  said  lessee  with  the  conditions  and 
covenants  of  said  lease,  by  which  lease  there  was  reserved  to  the  lessors, 
the  Columbus,  Chicago  and  Indiana  Central  Railway  Company,  by  way 
of  annual  rent,  thirty  per  cent,  of  the  gross  earnings  of  the  said  railway, 
but  with  the  stipulation  and  covenant,  on  the  part  of  the  lessee,  that  such 
rents  should  amount  to  a  sum  equal  in  interest,  at  the  rate  of  seven  per 
cent,  per  annum,  on  the  sum  of  fifteen  million  eight  hundred  and  twenty- 
one  thousand  dollars,  and  that,  if  such  thirty  per  cent,  of  the  gross 
earnings  should  not  equal  said  amount,  then  that  the  said  lessee,  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,  should  and 
would  pay  any  deficiency  out  of  its  own  moneys  without  charge  or  claim 
in  respect  thereto;  and  with  the  further  provision  that  such  sum  abso¬ 
lutely  agreed  to  be  paid  as  aforesaid,  should  be  applied,  when  paid,  to 
pay  the  interest,  as  it  should  from  time  to  time  mature,  upon  such 
amount  of  fifteen  million  eight  hundred  and  twenty-one  thousand  dollars 
of  mortgage  bonds  of  said  company,  bearing  seven  per  cent,  interest, 
which  provision  was  designed  to  cover  the  interest  upon  the  bonds 
issued  under  the  said  mortgage  to  the  said  Roosevelt  and  Fosdick, 
trustees,  and  upon  all  prior  incumbrances,  and  upon  certain  eight  hun¬ 
dred  and  twenty-one  thousand  dollars  of  second  mortgage  bonds  of  the 
Columbus  and  Indianapolis  Central  Railway  Company,  which  was  a  lien 
prior  to  the  said  mortgage  or  deed  of  trust  to  the  said  Roosevelt  and 
Fosdick  upon  a  certain  portion  of  the  railway  line  aforesaid. 

And  the  court  further  find,  that  by  the  stipulations  of  the  said  lease, 
and  the  further  agreement  or  amended  lease  and  contract,  the  said  Penn¬ 
sylvania  Railroad  Company  guaranteed  the  performance,  by  the  said 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,  of  the  stipula¬ 
tions  and  agreements  made  by  it  as  lessee  as  aforesaid. 

And  the  court  further  find,  in  pursuance  of  the  terms  and  stipulations 
of  said  lease,  the  said  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company  entered  into  and  took  possession  of  the  said  demised  premises. 

And  the  court  further  find,  that  by  virtue  of  the  stipulations  contained 
in  the  first  article  of  said  amended  lease,  the  said  Columbus,  Chicago 
and  Indiana  Central  Railway  Company  undertook  to  provide  and  arrange 
for  and  to  adjust  and  classify  all  its  indebtedness  then  existing,  so 


672  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


that  fifteen  millions  eight  hundred  and  twenty-one  thousand  dollars 
thereof  should  be  represented  by  bonds  bearing  interest  at  the  rate  of 
seven  per  cent,  per  annum,  secured  by  mortgage  upon  the  estate  and 
property  of  the  said  railway  company  (the  said  eight  hundred  and  twenty- 
one  thousand  dollars  being  the  bonds  aforesaid  of  the  Columbus  and 
Indianapolis  Central  Railway  Company),  and  that  all  other  indebtedness 
of  the  said  Columbus,  Chicago  and  Indiana  Central  Railway  Company, 
and  all  payments  and  advances  that  had  theretofore  been  made  for  in¬ 
terest,  construction,  operating  and  maintaining  the  said  railway,  and 
accounts  and  expenditures  made  in  that  behalf  by  the  said  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company  and  the  Pennsylvania  Rail¬ 
road  Company,  in  excess  of  the  receipts  theretofore  derived  from  the 
said  Columbus,  Chicago  and  Indiana  Central  Railway  Company,  should 
be  represented  by  bonds  bearing  interest  at  the  rate  of  seven  per  cent, 
per  annum,  entitling  the  holder  thereof  to  vote,  secured  by  mortgage  on 
the  estate  and  property  of  the  said  Columbus,  Chicago  and  Indiana 
Central  Railway  Company,  which  bonds  should  be  payable  after  twenty 
years,  at  the  pleasure  of  said  railway  company,  and  should  be  convertible 
into  preferred  capital  stock,  bearing  seven  per  cent,  interest  per  annum, 
at  par,  at  any  time  within  fifteen  years,  at  the  option  of  the  holders  of 
the  same,  which  issue  of  bonds  should  not  exceed  ten  millions  of  dollars, 
to  be  received  by  the  said  Pittsburgh,  Cincinnati  and  *St.  Louis  Railway 
Company  and  the  Pennsylvania  Railroad  Company  at  par,  in  the  pay¬ 
ment  of  all  claims  and  advances,  so  far  as  said  companies  were  then 
entitled  or  might  thereafter  become  entitled  to  the  same. 

And  the  court  further  find,  that  in  the  month  of  February,  1875,  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  filed  its  bill  in 
chancery  in  the  Circuit  Court  of  the  United  States  for  the  seventh 
judicial  circuit  and  district  of  Indiana,  against  the  Columbus,  Chicago 
and  Indiana  Central  Railway  Company  and  others,  averring  a  breach 
upon  the  part  of  said  railway  company  of  the  stipulations  contained  in  said 
first  article  of  said  amended  lease,  praying  that  the  same  should  be 
rescinded  unless  within  a  time  fixed  by  the  court,  the  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company  should  specifically  per¬ 
form  the  stipulations  and  covenants  therein  contained;  and  by  an  amend¬ 
ment  to  the  bill  also  averred  that  said  lease  and  amended  lease  were 
null  and  void;  and  also  that  the  same  were  no  longer  obligatory  be¬ 
cause  of  an  eviction,  as  the  said  lessee  claimed,  from  the  demised  premises. 
And  thereupon  the  said  James  A.  Roosevelt  and  William  R.  Fosdick, 
as  trustees  as  aforesaid,  filed  in  said  suit  their  answer  and  their  cross  bill, 
denying  any  breach  on  the  part  of  the  said  Columbus,  Chicago  and 
Indiana  Central  Railway  Company  of  the  covenants  to  be  by  it  performed 
under  said  lease,  and  praying  that  the  said  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company  and  said  Pennsylvania  Railroad  Company 
should  be  compelled  to  perform  the  stipulations  contained  in  said  lease 
and  the  amended  lease,  for  the  payment  of  the  rentals  therein  provided, 
and  that  they  should  be  enforced  against  them,  said  lessee  and  guarantor 
companies,  and  thereupon  such  proceedings  were  afterwards  had,  that  on 
the  sixth  day  of  August,  1879,  the  said  cause  having  been  fully  heard,  a 


CORPORATE  HISTORY. 


673 


decree  was  entered  therein,  by  which  it  was  adjudged  and  decreed  that 
the  said  Columbus,  Chicago  and  Indiana  Central  Railway  Company  was 
in  default  in  the  performance  of  the  said  covenants  contained  in  said  first 
article  of  said  amended  lease,  and  said  railway  company  was  given  by  said 
decree  time  until  the  first  day  of  January,  1880,  to  perform  upon  its  part 
the  said  stipulation  and  covenant  as  to  which  default  had  been  found 
against  it,  and  afterwards,  in  the  month  of  February,  1880,  a  final  decree 
was  made  and  entered  in  said  cause  finding  that  such  company  had 
theretofore  performed  all  the  stipulations  and  covenants  of  said  lease  and 
amended  lease  that  it  was  obliged  to  perform  under  said  former  decree, 
that  said  lease  and  amended  lease  were  valid,  and  that  the  lessee  was  in 
possession  of  the  demised  premises  and  had  not  been  evicted  therefrom, 
and  that  said  Roosevelt  and  Fosdick  on  their  cross  bill  were  entitled  to 
recover  of  said  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company, 
and  said  Pennsylvania  Railroad  Company,  by  way  of  rental,  the  sum  of 
two  millions  seven  hundred  and  sixty-nine  thousand  five  hundred  and 
seventy-four  90-100  dollars,  with  interest  thereon  at  the  rate  of  six  per 
cent,  per  annum  from  January  1,  1880,  subject  to  the  deduction  there¬ 
from  of  the  amount  paid  by  the  lessees  as  for  the  net  earnings  of  the 
railway  for  October,  November  and  December,  1879,  and  that  said 

lessees  and  their  said  guarantors  were  bound  liable  to  pay  the  rent 
reserved  by  said  lease  and  agreed  to  be  paid  from  and  after  January  1, 

1880,  as  by  said  decree  of  record  will  more  fully  appear;  from  which 

final  decree  an  appeal  was  taken  by  the  said  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company,  and  a  supersedeas  bond  given  and  approved, 
and  thereby  said  decrees  were  superseded;  and  a  cross  appeal  was  also 
taken  by  the  said  Columbus,  Chicago  and  Indiana  Central  Railway 
Company,  and  said  Roosevelt  and  Fosdick,  to  the  Supreme  Court  of  the 
United  States,  in  which  said  court  said  appeal  and  cross  appeal  are  now 
pending  and  undetermined. 

And  the  court  further  find,  that  on  the  day  of  ,  18  , 

William  L.  Scott  filed  his  cross  bill  aforesaid  against  the  said  Roosevelt 
and  Fosdick,  Fowler,  Parkhurst  and  Thompson,  and  against  the  said 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  and  has 
caused  proper  process  to  be  served  on  each  of  the  said  defendants,  and 
that  all  of  the  said  defendants,  except  the  said  Roosevelt  and  Fosdick, 
are  in  default  for  demurrer,  plea  or  answer  to  the  said  cross  bill,  and 
that  the  said  cross  bill,  at  a  prior  term  of  this  court,  has  been  taken  pro 
confesso  against  said  parties  so  failing  to  answer,  and  the  cause  con¬ 
tinued  until  this  term  for  decree.  And  the  court  further  find  that  the 
said  William  L.  Scott  is  the  owner  of  bonds  and  coupons  thereto  an¬ 
nexed,  secured  by  the  said  mortgage  to  the  said  Roosevelt  and  Fosdick, 
trustees,  including  interest  upon  such  coupons  to  November  13,  1882, 
to  the  amount  of  more  than  eleven  millions  and  five  thousand  seven 
hundred  and  fifty  5-100  dollars;  that  on  the  27th  day  of  March,  1877, 
Augustus  C.  Brown  was  the  owner  and  holder  of  three  of  said  bonds 
now  owned  by  said  William  L.  Scott,  numbered  1741,  6458  and  6459 
respectively,  attached  to  each  of  which  bonds  and  owned  by  him,  and 
now  owned  by  said  Scott,  were  four  coupons  or  interest  warrants  for 


43 


674  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  sum  of  thirty-five  dollars  each,  then  matured  and  past  due,  and 
which  has  matured  on  the  first  days  of  April  and  October  in  the  years 
1875  and  1876  respectively,  of  all  which,  and  of  all  coupons  thereof 
maturing  subsequently,  said  William  L.  Scott  was  then  the  owner  and 
holder;  that  the  said  the  Columbus,  Chicago  and  Indiana  Central  Rail¬ 
way  Company  had  not  by  advertisement  at  any  time  designated  any 
place  for  the  payment  of  said  coupons,  that  thereupon  said  Brown 
caused  said  coupons  or  interest  warrants  thus  past  due  as  aforesaid  to 
be  presented  and  demand  to  be  made  on  said  company  at  its  agency 
in  the  city  of  New  York,  for  the  payment  of  said  last-named  coupons 
or  interest  warrants,  and  for  the  amounts  due  thereon  from  the  said  rail¬ 
way  company  respectively,  with  which  demand  the  said  company  then 
and  there  refused  to  comply,  and  that  more  than  six  months  have 
elapsed  without  the  payment  of  said  coupons  or  interest  warrants  or 
any  part  thereof,  and  of  any  subsequently  maturing  coupons  or  interest 
warrants,  and  said  default  has  continued  until  now  without  the  consent 
of  the  holders  of  said  coupons  or  any  of  them,  or  of  any  of  the  bonds 
aforesaid  to  which  they  were  annexed  as  aforesaid,  and  that  said 
coupons  still  remain  unpaid. 

Said  Scott  averred,  in  and  by  said  cross  bill,  that  by  reason  of  such 
payment  the  entire  principal  of  the  bonds  described  in  said  mortgage 
or  deed  of  trust  has,  by  the  stipulation  of  the  mortgage  aforesaid,  be¬ 
come  and  is  now  due  and  payable. 

And  the  court  further  find,  that  on  the  23d  day  of  February,  1881, 
said  Scott  was  and  still  is  the  owner  and  holder  of  one  of  said  bonds 
numbered  2973,  annexed  to  which,  and  owned  by  him,  were  twelve 
coupons  or  interest  warrants  for  the  sum  of  thirty-five  dollars  each,  then 
matured  and  past  due,  and  which  had  matured  on  the  first  days  of  April 
and  October  in  the  years  1875,.  1876,  18 77,  1878,  1879  and  1880,  of  all 
which  and  of  all  coupons  thereof  maturing  subsequently,  said  William 
L.  Scott  was  then  and  is  now  the  owner  and  holder,  and  that  said  com¬ 
pany  had  not  by  advertisement  at  any  time  designated  any  place  for 
the  payment  of  said  coupons,  and  that  thereupon  on  said  23d  day  of 
February,  1881,  said  Scott  caused  said  coupons  or  interest  warrants,  then 
past  due  as  aforesaid,  to  be  presented  to  and  demand  to  be  made  for 
the  payment  thereof  upon  said  company  at  its  agency  in  the  city  of  New 
York,  and  also  upon  its  president  at  his  office  in  the  city  of  New  York, 
which  demand  said  company  refused  to  comply  with,  and  more  than 
six  months  have  elapsed  without  the  payment  of  said  coupons  01  interest 
warrants  or  any  part  thereof,  or  any  subsequently  maturing  coupons  or 
interest  warrants,  at  the  time  of  the  filing  of  said  cross  bill,  which  default 
has  continued  until  now  without  the  consent  of  the  holders  of  said 
coupons  or  any  of  them,  and  said  coupons  still  remain  unpaid,  by  reason 
of  which  default  and  demand  said  Scott  avers  and  claims  in  his  said  cross 
bill  that  the  entire  principal  of  the  bonds  described  in  said  consolidated 
first  mortgage,  has,  by  the  stipulation  of  the  mortgage  aforesaid,  be¬ 
come  and  is  now  due  and  payable. 

And  the  court  further  find,  that  said  Scott  further  claimed  and  has 
taken  testimony  tending  to  prove  that  before  filing  his  said  cross  bill. 


CORPORATE  HISTORY. 


675 


he  had  applied  to  said  Roosevelt  and  Fosdick  to  amend  their  supple¬ 
mental  bill,  and  to  ask  for  the  sale  of  said  mortgaged  property,  as  by 
said  Scott  in  his  said  cross  bill  prayed,  but  that  they  had  refused  so  to 
do,  otherwise  than  is  shown  by  their  supplemental  bill. 

And  the  court  further  find,  that  it  is  not  at  present  necessary  to  pass 
upon  the  claims  thus  made  by  said  Scott  by  his  cross  bill,  that  the  prin¬ 
cipal  of  the  bonds  aforesaid  has  become  presently  due  and  payable,  but 
that  the  same  ought  to  be  reserved  for  the  further  consideration  of  this 
court,  in  case  the  same  shall  be  necessary  at  a  subsequent  stage  in  this 
case  to  be  heard,  and  this  decree  is,  therefore,  now  made,  saving  all  the 
rights  of  said  Scott  and  of  all  other  holders  of  said  bonds  and  coupons, 
and  of  said  Roosevelt  and  Fosdick,  trustees,  and  of  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  by  reason  of  the  said 
claim  that  said  principal  has  become  due,  and  is  without  prejudice  to 
the  rights  of  any  of  them,  growing  out  of  said  demands  and  refusals, 
all  which  rights  are  to  be  and  remain  as  they  are,  wholly  unaffected  by 
this  decree,  but  for  further  consideration  of  this  case. 

And  the  court  further  find,  that  the  amount  which  is  now  due  from 
the  said  Columbus,  Chicago  and  Indiana  Central  Railway  company  for 
interest,  whether  it  be  treated  as  interest  upon  such  principal  sum  of 
ten  millions  four  hundred  and  seventy-eight  thousand  dollars  not  yet 
matured  or  grown  due,  or  whether  it  be  treated  as  interest  upon  the 
said  sum  matured  and  grown  due  by  reason  of  the  demands  aforesaid 
made  by  the  said  Brown  and  the  said  Scott,  as  claimed  by  the  said  Scott 
in  his  cross  bill,  and  the  refusals  aforesaid,  is  in  substance  the  same,  and 
that  it  is  not  necessary,  until  the  said  company  shall  have  paid  the  amount 
of  accrued  interest  to  the  amount  of  all  of  said  coupons  or  interest 
warrants,  now  past  due,  to  determine  the  further  question  whether  the 
said  principal  of  the  said  bonds  is  due,  or  enforcible  as  claimed  by  said 
Scott,  or  is  not  due,  or  not  enforcible,  and  for  this  reason  the  said 
controversy  is  not  now  determined,  but  the  rights  of  the  said  parties  are, 
as  heretofore  recited,  saved  to  each  of  them  respectively,  and  this  decree 
is  without  prejudice  to  any  of  them  in  that  regard. 

And  the  court  further  find,  that  the  amount  now  due  by  reason  of  the 
non-payment  of  the  interest  aforesaid,  upon  said  ten  thousand  four 
hundred  and  seventy-eight  bonds,  which  has  accrued  and  grown  due 
and  is  now  past  due  and  matured  upon  the  said  ten  millions  four  hundred 
and  seventy-eight  thousand  dollars,  the  principal  sum  of  said  bonds,  is 
the  sum  of  four  millions  eight  hundred  and  thirty-four  thousand  two 
hundred  and  thirty  23-100  dollars,  including  interest  to  November  13, 
1882,  and  that  the  complainants,  Roosevelt  and  Fosdick,  are  entitled  to 
a  decree  that  in  case  the'  said  sums  be  not  paid  for  the  benefit  of  their 
said  cestuis  que  trust,  within  a  certain  short  time  to  be  fixed  by  this 
court,  that  the  said  mortgaged  premises  shall  be  sold  free  from  the 
equity  of  redemption  of  all  parties  to  this  case,  for  the  purpose  of  pro¬ 
viding  payment  for  such  indebtedness. 

Therefore,  it  is  adjudged,  considered  and  decreed  that  within  ten  days 
from  the  entry  of  this  decree,  the  said  Columbus,  Chicago  and  Indiana 
Central  Railway  Company  shall  pay  or  cause  to  be  paid  unto  the  said 


6y6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Roosevelt  and  Fosdick,  trustees,  in  the  manner  hereinafter  provided,  for 
the  benefit  of  their  cestuis  que  trust,  namely,  the  owners  and  holders  of 
the  said  ten  thousand  four  hundred  and  seventy-eight  bonds  and  coupons 
thereon  secured  by  the  said  mortgage,  the  said  sum  of  money  herein¬ 
before  mentioned,  that  is  to  say,  the  said  interest  in  arrear,  amounting 
to  the  sum  of  four  millions  eight  hundred  and  thirty-four  thousand  two 
hundred  and  thirty  23-100  dollars,  with  interest  from  November  13,  1882, 
at  the  rate  of  six  per  cent,  per  annum. 

And  in  case  the  said  sum  shall  be  paid  as  aforesaid  in  accordance  with 
this  order,  then  leave  is  given  to  the  said  William  L.  Scott  to  apply  to 
this  court  for  a  further  order  of  foreclosure  and  sale  for  non-payment 
of  the  principal  of  said  bonds,  in  accordance  with  the  prayer  of  his  said 
cross  bill.  But  in  case  such  payment  shall  not  be  made,  and  said  mort¬ 
gaged  premises  shall  be  sold  as  hereinafter  ordered,  then  distribution 
shall  be  made  of  the  proceeds  of  said  sale  to  the  account  of  the  principal 
and  interest  of  said  indebtedness  so  secured  by  said  mortgage  as  here¬ 
inafter  provided.  And  in  case  such  payment  shall  be  made,  said  Roose¬ 
velt  and  Fosdick  shall  forthwith  report  the  same  to  this  court  for  its 
order  in  the  premises,  which  payment  shall  be  made  by  the  deposit  of 
said  sum  to  the  credit  of  said  Roosevelt  and  Fosdick,  as  receivers,  in 
the  Gallatin  National  Bank  of  the  city  of  New  York,  to  be  withdrawn 
only  upon  orders  of  this  court  for  the  application  thereof  to  the  benefit 
of  said  coupon  holders  as  they  may  be  entitled. 

And  the  court  further  find  that  the  holders  of  the  majority  of  the 
bonds  secured  by  said  mortgage  or  deed  of  trust  to  said  Roosevelt  and 
Fosdick  have  never  assented  to  the  sale  of  said  mortgaged  premises, 
subject  to  said  lease  to  said  Pittsburgh,  Cincinnati  and  St.  Louis  Rail¬ 
way  Company,  which  is  subsequent  to  their  mortgage,  but,  on  the  con¬ 
trary,  they  object  thereto,  and  desire  and  insist  that  said  mortgaged 
premises  and  property  be  sold  as  an  entirety,  with  the  option  to  the 
purchaser  to  affirm  or  disaffirm  said  lease,  at  his  will,  from  and  after 
the  sale  and  purchase  thereof,  and  also  that  such  majority  desire  the  said 
sale  to  include  and  embrace,  as  part  of  such  entirety,  all  and  singular  all 
right,  title,  claim  and  demand  of  said  Roosevelt  and  Fosdick,  trustees 
and  receivers,  held  and  owned  by  them,  or  recovered  or  to  be  recovered 
by  them  by  decree  of  the  Circuit  Court  of  the  United  States,  upon  their 
cross  bill  filed  in  the  suit  aforesaid,  and  now  pending  upon  appeal  in 
the  Supreme  Court  of  the  United  States,  or  otherwise,  and  all  rights  of 
action  included  in  said  cause,  and  asserted  by  them  therein,  or  otherwise, 
and  all  rents  which  have  accrued  under  said  lease  or  amended  lease,  and 
payable  by  said  lessee  or  said  guarantor. 

Wherefore  and  foreasmuch  as  the  complainant  and  the  cross  com¬ 
plainant,  William  L.  Scott,  are  without  remedy  at  law,  and  cases  of  this 
kind  are  ordinarily  cognizable  in  equity  only,  it  is  now  here  ordered, 
adjudged  and  decreed,  that  in  case  the  said  defendant,  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company  shall  not  pay  or  cause 
to  be  paid,  and  in  case  no  one  of  the  other  defendants  shall  pay  or 
cause  to  be  paid,  for  which  purpose  leave  is  given  to  them  and  each  of 
them  to  make  the  payments  hereinabove  required  in  behalf  of  said 


CORPORATE  HISTORY. 


677 


railway  company,  within  the  time  aforesaid,  the  said  sum  of  money  here¬ 
inabove  directed  to  be  paid  for  and  on  account  of  unpaid  coupons  or 
interest  warrants  and  the  interest  thereon  due  and  accruing  upon  said 
mortgage  bonds  secured  by  said  mortgage  to  Roosevelt  and  Fosdick, 
trustees,  that  then  and  there  upon  the  precipe  of  the  solicitors  of  the 
complainants,  or  of  said  William  L.  Scott,  an  order  of  sale  shall  issue 
by  the  clerk  of  this  court,  under  the  seal  thereof,  to  William  P.  Fish- 
back,  master  in  chancery  of  the  Circuit  Court  of  the  United  States  in  and 
for  the  district  of  Indiana,  directing  him  to  proceed  to  sell  the  mort¬ 
gaged  premises  and  property,  rights,  claims  and  interest  hereinafter 
described,  in  the  manner  and  upon  the  terms  hereinafter  directed,  free 
and  discharged  from  the  equity  of  redemption  of  all  parties  to  this  case. 
The  said  premises  and  property  so  to  be  sold  are  the  following: 

All  and  singular  the  entire  railroad  of  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  lying,  being  and  extending  from  its 
terminus  in  the  city  of  Chicago,  in  the  state  of  Illinois,  through  the 
county  of  Cook  in  said  state  southward  to  the  state  of  Indiana,  and 
through  the  counties  of  Lake,  Porter,  Laporte,  Starke,  Pulaski,  Cass, 
Howard,  Tipton,  Madison,  Henry  and  Wayne,  in  Indiana,  to  the  city 
of  Richmond,  in  the  state  of  Indiana,  and  thence  eastward  to  the 
boundary  line  of  the  state  of  Ohio,  and  through  the  counties  of  Preble, 
Darke,  Miami,  Champaign,  Union,  Madison  and  Franklin,  in  the  state 
of  Ohio,  to  the  city  of  Columbus,  Ohio,  and  also  extending  from  the 
city  of  Richmond  aforesaid,  westward  through  the  counties  of  Wayne, 
Henry,  Hancock  and  Marion  to  the  city  of  Indianapolis,  in  the  state  of 
Indiana,  and  also  extending  from  the  main  line  aforesaid  at  a  point  in 
Miami  county,  Ohio,  westward  through  the  county  of  Darke,  in  Ohio, 
to  the  Indiana  state  line  at  Union  City,  and  thence  westward  through  the 
counties  of  Randolph,  Jay,  Blackford,  Grant,  Miami,  Cass,  White,  Jasper 
and  Newton,  in  Indiana,  to  the  line  of  the  state  of  Illinois,  in  the  direction 
towards  Peoria,  altogether  being  in  length  of  railway  about  five  hundred 
and  eighty-six  and  one-half  miles,  about  four  hundred  and  twenty-four 
and  one-half  miles  thereof  being  in  the  state  of  Indiana,  about  one  hun¬ 
dred  and  thirty-four  and  one-half  miles  thereof  being  in  the  state  of  Ohio, 
and  about  twenty-seven  and  one-half  miles  thereof  being  in  the  state  of 
Illinois,  with  all  its  franchises,  equipments,  property,  tolls,  issues  and 
profits,  and  all  its  lands,  tenements,  buildings,  fixtures,  machinery,  goods 
and  chattels  connected  with  or  used  in  the  using  or  operating  of  said 
railway  or  appurtenant  thereto,  and  all  its  rails,  ties,  fuel,  fencing  and 
erections,  and  all  its  rights  of  way  and  easements,  and  all  cafs,  engines, 
and  tools,  and  all  rents,  reservations  and  reversions  of  every  nature  and 
kind  whatever,  including  all  the  property  between  said  terminal  points 
which  said  railway  company  owned  or  possessed  on  the  20th  day  of 
February,  one  thousand  eight  hundred  and  sixty-eight,  or  has  since 
acquired,  either  in  law  or  in  equity  of  every  kind  whatever,  pertinent 
thereto,  but  not  including  or  operating  to  include  any  lands,  goods, 
chattels,  property,  machinery,  equipments  or  other  matters  which  said 
company  then  owned  or  has  since  acquired,  not  necessary  for  use  for 
any  purpose  incident  to  the  management  or  operation  of  said  railway, 


678  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


ft 


or  of  the  repair  thereof,  or  in  the  business  of  said  railway  company, 
nor  any  right  of  way,  easement,  franchises,  power  or  corporate  right  to 
build  a  railway  from  Chicago  to  Galena,  or  to  any  other  place  westward 
of  Chicago  possessed  and  owned  by  the  said  railway  or  granted  to  them 
or  to  the  Chicago  and  Great  Eastern  Railway  Company,  or  to  any  per¬ 
sons  or  body  corporate,  of  whom  said  railway  company  was  the  suc¬ 
cessor  or  assignee,  on  or  before  the  20th  day  of  February,  one  thousand 
eight  hundred  and  sixty-eight,  but  expressly  including  all  right,  title, 
interest,  claim  or  demand,  and  all  moneys,  rents  and  property  held  and 
owned  by,  or  recovered  or  to  be  recovered  by,  said  Roosevelt  and 
Fosdick,  as  receivers  or  trustees,  by  decree  of  the  Circuit  Court  of  the 
United  States  for  the  district  of  Indiana,  upon  their  cross  bill  filed  in 
the  suit  aforesaid,  and  now  pending  upon  appeal  in  the  Supreme  Court 
of  the  United  States,  or  otherwise,  and  all  rights  of  action  included  in 
said  cause,  or  asserted  by  them  as  receivers  or  trustees  therein,  or  other¬ 
wise,  and  all  rents  which  have  accrued  from  the  Pittsburgh,  Cincinnati 
and  St.  Louis  Railway  Company,  and  all  right  to  recover  the  same  as 
against  said  company,  or  as  against  the  Pennsylvania  Railroad  Company 
under  and  by  virtue  of  the  lease  and  amended  lease  aforesaid,  together 
with  the  right,  at  the  option  of  said  purchaser,  to  elect  to  continue  said 
lease  in  force  as  against  said  lessee,  the  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company,  and  its  guarantor,  the  Pennsylvania  Railroad 
Company,  or  at  the  option  of  said  purchaser,  and  with  the  consent 
of  said  lessee  and  guarantor,  to  disaffirm  and  annul  the  same;  also 
including  all  estates,  properties,  rights,  titles  and  interests  which  have 
become  vested  in  and  are  now  held  by  said  Roosevelt  and  Fosdick,  as 
receivers  in  this  cause,  or  which  shall  be  held  by  them  at  the  time  of  said 
sale. 

And  it  is  further  ordered,  adjudged  and  decreed,  that  said  mortgaged 
premises  shall  be  sold  subject  to  the  outstanding  sectional  mortgage 
bonds  prior  in  lien  to  the  said  mortgage  to  said  Roosevelt  and  Fosdick, 
amounting  altogether  to  $5,343,000  and  interest  or  thereabouts,  and  to 
all  other,  if  any,  paramount  liens  thereon,  but  free  from  the  lien  of  said 
mortgage  or  deed  of  trust  to  said  Roosevelt  and  Fosdick,  and  that  noth¬ 
ing  in  this  decree  contained  shall  in  any  manner  affect,  prejudice,  or 
preclude  the  holders  of  said  paramount  liens  or  any  of  them;  but  that 
this  decree  shall  be  without  prejudice  to  the  right  of  them  and  each  of 
them. 

The  property  shall  be  sold  as  an  entirety,  at  public  auction,  at  the 
door  of  the  court-house  of  the  Circuit  Court  of  the  United  States  for 
the  district  of  Indiana,  in  the  city  of  Indianapolis,  county  of  Marion,  and 
state  of  Indiana,  at  such  time  as  the  commissioner  hereinafter  named 
shall  appoint;  but  in  case  no  bid  be  made  he  may  adjourn  the  same  from 
time  to  time,  by  public  announcement  of  the  said  adjourned  date,  made 
at  the  time  of  such  adjournment,  and  by  reasonable  notice  by  advertise¬ 
ment  of  such  adjournment.  Previous  notice  of  the  time,  place  and  terms 
of  sale  shall  be  given  by  publication,  beginning  at  least  thirty  days  prior 
to  the  time  of  sale,  and  to  be  given  at  least  twice  in  each  week  until 
the  day  of  sale,  in  one  newspaper  to  be  selected  by  said  commissioner, 


CORPORATE  HISTORY. 


679 


published  in  each  of  the  following  cities,  to  wit:  the  cities  of  Chicago, 
Illinois;  Indianapolis,  Indiana;  Columbus,  Ohio;  Cincinnati,  Ohio;  New 
York  City,  and  Philadelphia,  Pennsylvania,  said  sale  shall  be  without 
relief  from  the  valuation  or  appraisement  laws  of  any  of  the  states  through 
which  said  railway  runs,  and  without  any  right  of  redemption,  and  free 
from  all  equity  of  redemption  of  all  and  any  parties  to  this  suit. 

The  commissioner  making  the  sale  shall  receive  no  bid  from  any  bidder 
who  shall  not  first  place  in  his  hands  or  deposit  with  him  as  a  pledge 
that  he  will  make  good  his  bid,  in  case  of  its  acceptance,  either  one 
million  dollars  in  money,  or  mortgage  bonds  of  the  issue  aforesaid 
secured  by  the  said  mortgage  to  the  said  Roosevelt  and  Fosdick,  to  the 
amount  of  one  million  dollars,  exclusive  of  any  interest  which  may  be 
due  thereon,  and  no  bid  shall  be  received  on  said  property,  nor  shall 
said  property  be  sold  for  less  than  thirteen  millions  five  hundred  thou¬ 
sand  dollars.  As  to  so  much  of  the  purchase  money  as  shall  not  be  paid 
in  cash  for  the  purposes  hereinafter  mentioned,  the  purchaser  or  pur¬ 
chasers  at  said  sale  shall  have  the  right  to  pay  and  satisfy  his  or  their 
bid  in  whole  or  in  part  by  paying  over  and  surrendering  mortgage  bonds 
secured  by  said  mortgage  to  Roosevelt  and  Fosdick,  trustees,  and  over¬ 
due  and  unpaid  coupons  belonging  thereto,  at  such  price  or  valuation 
as  may  be  equivalent  to  the  distributive  amount  that  the  holders  thereof 
would  be  entitled  to  receive,  in  case  the  entire  amount  of  the  bid  were 
paid  in  cash;  and  as  to  so  much  of  said  purchase  money  as  shall  be 
needed  in  cash  and  which  may  be  ordered  to  be  paid  by  the  purchaser 
for  the  payment  of  costs  and  expenses  of  this  suit,  and  the  suits  in  the 
Circuit  Courts  of  the  United  States  for  the  district  of  Indiana  and 
southern  district  of  Ohio,  hereinafter  mentioned,  and  all  other  sums  or 
claims,  that  are  or  may  be  found  or  adjudged  to  be  payable  in  money, 
out  of  the  proceeds  of  sale,  the  same  shall  be  payable  in  cash  or  by  the 
surrender  of  the  evidences  of  or  proper  receipts  for  such  costs,  expenses 
or  sums  or  claims.  Any  party  to  this  cause  may  bid  and  purchase  at 
said  sale. 

The  cash  fund  to  arise  from  said  sale  at  the  time  of  the  delivery  of  the 
deed  be  deposited  in  the  Gallatin  National  Bank,  subject  only  to  be  drawn 
out  upon  the  check  of  the  master,  made  in  pursuance  of  future  orders 
of  the  Circuit  Court  of  the  United  States  for  the  district  of  Indiana,  and 
the  proceeds  of  said  sale  shall  be  applied  by  such  orders  as  follows: 

First.  To  the  payment  of  the  costs  and  expenses  of  this  suit,  and  to 
the  payment  of  the  costs  and  expenses  of  two  other  suits  now  pending 
and  prosecuted  by  the  said  Roosevelt  and  Fosdick,  trustees,  with  cross 
bills  filed  by  the  said  William  L.  Scott,  in  the  Circuit  Courts  of  the 
United  States  for  the  district  of  Indiana,  and  for  the  southern  district 
of  Ohio,  western  division,  respectively,  and  for  the  payment  of  accruing 
costs  and  all  proper  expenses  of  sale,  and  also  the  compensation  herein¬ 
after  allowed  to  the  trustees  and  receivers  and  their  counsel,  and  any 
allowances  that  may  hereafter  be  ascertained  and  allowed  by  the  court. 

Second.  To  the  payment  of  the  interest  upon  the  said  mortgage  bonds 
secured  by  said  mortgage  to  said  Roosevelt  and  Fosdick  up  to  the  date 
of  the  delivery  of  the  deed,  including  interest  upon  such  of  the  coupons 


680  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

for  such  interest  as  shall  be  past  maturity  from  the  date  of  such  maturity 
up  to  the  day  of  the  delivery  of  the  deed,  and  after  payment  in  full 
thereof,  the  residue  to  the  payment  of  the  principal  of  said  bonds,  or  if  it 
be  not  sufficient  therefor,  then  pro  rata  upon  such  principal. 

Third.  The  surplus,  if  any,  to  be  paid  into  court  subject  to  its  further 
order. 

William  P.  Fishback,  Esquire,  master  in  chancery  of  the  Circuit  Court 
of  the  United  States  for  the  district  of  Indiana,  is  hereby  appointed 
commissioner  to  make  the  sale  hereby  decreed  and  to  convey  the  prop¬ 
erty  to  the  purchaser,  but  such  conveyance  shall  not  be  made  until  after 
decree  of  confirmation  of  said  sale,  and  payment  in  full  of  the  purchase 
price.  A  copy  of  the  master’s  report  of  said  sale  and  notice  of  the 
application  for  the  decree  of  confirmation  thereof  shall  be  given  to  the 
solicitors  for  Roosevelt  and  Fosdick  and  William  L.  Scott,  respectively, 
at  least  ten  days  before  the  hearing  thereof,  or  for  such  shorter  time  as 
said  solicitors  respectively  may  consent  to  accept. 

Inasmuch  as  it  is  shown  to  the  court  here  that  injury  to  all  parties 
in  interest  would  result  from  a  sale  of  said  property  in  parcels  to 
different  persons,  and  that  it  would  be  most  beneficial  to  all  parties 
interested  to  sell  the  property  as  an  entirety  as  aforesaid,  and  inasmuch 
as  it  is  further  shown  that  concurrent  proceedings  for  the  foreclosure  of 
said  mortgage  are  pending  in  the  Circuit  Courts  of  the  United  States 
for  the  district  of  Indiana  and  for  the  southern  district  of  Ohio,  western 
division,  therefore  it  is  further 

Ordered,  adjudged  and  decreed,  that  if  at  any  time  before  making  the 
sale  hereinbefore  decreed,  a  final  decree  of  foreclosure  and  sale  shall  be 
rendered  by  said  Circuit  Courts  of  the  United  States  for  the  district  of 
Indiana  and  the  southern  district  of  Ohio,  western  division,  or  either 
of  them,  in  the  causes  pending  therein  aforesaid,  whereby  the  commis¬ 
sioner  herein  named  shall  be  in  like  manner  empowered  to  sell  that 
portion  of  said  mortgaged  property  situated  within  the  states  of  Ohio  and 
Indiana  respectively,  then  and  in  such  case  the  said  commissioner  so 
appointed  by  the  said  courts  is  empowered  to  advertise  in  the  manner 
aforesaid  all  the  rights  and  property  mentioned  in  the  mortgage  hereby 
foreclosed,  for  sale  as  aforesaid  as  an  entirety  as  aforesaid,  with  all  the 
above  described  property  and  franchises  appertaining  and  with  the 
exceptions  aforesaid,  at  the  time  and  place  according  to  the  terms  afore¬ 
said.  In  case  a  different  commissioner  to  sell  be  appointed  by  said 
Circuit  Courts  of  the  United  States  for  the  district  of  Indiana  and  the 
southern  district  of  Ohio,  western  division,  or  either  of  them,  but  with 
substantially  concurrent  powers,  then  and  in  such  case  the  commissioner 
hereby  appointed  is  empowered  and  directed  to  concur  and  co-operate  with 
him  in  advertising  and  making  the  sale  aforesaid. 

In  case  of  such  sale  the  mode  and  terms  and  conditions  of  payment 
and  the  application  of  proceeds  of  sale  shall  be  the  same  as  hereinabove 
prescribed,  except  as  to  the  surplus  aforesaid,  which  shall  be  paid  into 
bank  as  aforesaid  to  be  thereafter  distributed  under  order  of  the  Circuit 
Court  for  the  district  of  Indiana,  and  in  case  of  such  sale  said  commis¬ 
sioner  shall  return  as  part  of  his  report  of  sale  to  this  court,  a  certified 


CORPORATE  HISTORY. 


681 

copy  of  such  decree  or  decrees  either  of  said  Circuit  Court  of  the 
United  States  for  the  district  of  Indiana,  or  the  southern  district  of 
Ohio,  western  division. 

It  is  considered,  adjudged  and  decreed  that  the  purchaser  or  pur¬ 
chasers  of  said  mortgaged  premises  shall,  in  respect  of  said  premises, 
be  invested  with,  and  shall  hold,  and  possess,  and  enjoy  the  same  and 
all  the  rights,  privileges  and  franchises  appertaining  as  fully  and  com¬ 
pletely  as  the  said  Columbus,  Chicago  and  Indiana  Central  Railway 
Company,  at  the  commencement  of  this  original  suit  by  Roosevelt  and 
Fosdick,  held,  or  now  holds  and  enjoys  or  is  entitled  to  hold  and  enjoy 
the  same,  but  free  from  the  liens  now  represented  by  any  party  to  this 
cause.  And  further,  that  such  purchaser  or  purchasers  shall  have  and  be 
entitled  to  hold,  exercise  and  enjoy  the  privileges,  franchises  and  bene¬ 
fits  conferred  by  the  laws  of  the  state  of  Indiana  upon  the  purchaser  or 
purchasers  of  any  railroad  or  its  property,  situated  wholly  or  partly  in 
said  state,  under  any  mortgage  or  mortgages,  deed  or  deeds  of  trust  by 
foreclosure  or  other  judicial  proceedings,  and  particularly  to  the  privi¬ 
leges,  franchises  and  benefits  conferred  upon  such  purchaser  or  pur¬ 
chasers  by  an  act  of  the  General  Assembly  of  said  state  of  Indiana, 
approved  March  3,  1865,  and  entitled  “  An  act  to  authorize,  regulate  and 
confirm  the  sale  of  railroads,  to  enable  purchasers  of  the  same  to  form 
corporations,  and  to  exercise  corporate  powers,  and  to  define  their  rights, 
powers  and  privileges,  and  enable  such  corporations  to  purchase  and 
construct  connecting  branch  roads  and  to  operate  and  maintain  the  same.” 

And  it  appearing  that  two  hundred  and  eighty-eight  of  the  bonds,  with 
the  coupons  thereon,  secured  by  said  mortgage  to  said  Roosevelt  and 
Fosdick,  have  been  deposited  in  the  Circuit  Court  of  the  United  States 
for  the  southern  district  of  Ohio,  eastern  division,  in  a  suit  brought  by 
William  L.  Scott  against  the  Columbus,  Chicago  and  Indiana  Central 
Railway  Company,  it  is  ordered  that  said  Scott,  the  owner  of  said  judg¬ 
ment,  may  use  said  bonds  and  the  coupons  thereon  in  payment  of  any 
purchase  at  said  sale,  as  if  said  bonds  had  not  been  so  deposited,  by 
delivering  to  the  said  commissioner,  in  duplicate,  a  receipt  for  said 
bonds,  coupons,  and  judgment,  and  an  order  for  the  cancellation  of  said 
judgment,  in  lieu  of  actual  delivery  of  said  bonds  and  coupons,  to  the 
master,  one  of  which  receipts  and  orders  said  master  shall  forthwith 
file  in  said  court  where  said  judgment  was  recovered,  as  evidence  of  the 
payment  thereof. 

And  it  is  further  ordered,  adjudged  and  decreed  that  the  said  sale 
hereinbefore  decreed  to  be  made,  and  the  conveyance  after  confirmation 
thereof  executed  and  delivered  by  said  commissioner  in  pursuance  of 
this  decree,  shall  be  valid  and  effectual  forever,  and  that  thereby  the 
defendants  in  these  suits  respectively  and  all  persons  claiming  or  to 
claim  under  them  or  any  of  them  subsequent  to  the  original  suit  of 
Roosevelt  and  Fosdick.  as  purchasers,  incumbrancers,  or  otherwise 
howsoever,  shall  be  and  hereby  are  forever  barred  and  foreclosed  of 
and  from  all  right,  estate  and  interest,  claim,  lien  and  equity  of  redemp¬ 
tion  of,  in,  or  to  the  premises,  property,  rights,  and  interests  so  sold  and 
every  or  any  part  thereof. 


682  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

The  decree  of  the  United  States  Circuit  Court  for  the  northern  dis¬ 
trict  of  Indiana,  entered  November  16,  1882,  is  the  same  in  words, 
figures  and  substance  as  the  decree  of  the  United  States  Court  for  the 
northern  district  of  Illinois. 


DECREE  OE  SAFE 

By  the  United  States  Circuit  Court  for  the  Southern  District 

of  Ohio. 

Entered  November  23,  1882. 

James  A.  Roosevelt  and  William  R.  Fosdick  vs.  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  Frederick  R.  Fowler! 
Ai  chibald  Parkhurst,  and  John  B.  Thompson.  Pending  on  original, 
amended  and  supplemental  bills.  William  L.  Scott  vs.  James  A.  Roose¬ 
velt  and  William  R.  Fosdick,  Frederick  R.  Fowler,  Archibald  Park¬ 
hurst,  Jr.,  John  B.  Thompson,  and  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company.  Pending  on  cross  bill. 

These  causes  now  came  on  to  be  heard  upon  the  original,  amended 
and  supplemental  bills  of  complaint  of  James  A.  Roosevelt  and  William 
R.  Fosdick,  and  upon  the  cross  bill  of  complaint  of  William  L.  Scott, 
the  answer  thereto  of  James  A.  Roosevelt  and  William  R.  Fosdick,  and 
the  replication  to  said  answer  filed  by  William  L.  Scott,  and  upon  the 
exhibits  filed  with  said  original,  amended,  supplemental  and  cross  bills 
respectively,  and  upon  the  evidence. 

Whereupon  it  is  made  to  appear  to  the  court  that  said  parties  defendant 
have  all  been  duly  served  with  process,  or  properly  notified  according  to 
law,  and  that  the  said  original,  amended,  supplemental  and  cross  bills 
have  been  duly  taken  pro  confesso  at  a  prior  term  of  this  court  against 
all  the  defendants,  except  as  against  the  said  James  A.  Roosevelt  and 
William  R.  Fosdick.  answering  to  said  cross  bill  of  William  L.  Scott. 

And  it  is  further  made  to  appear  that  Joseph  T.  Thomas,  formerly 
acting  as  co-trustee  with  Frederick  R.  Fowler,  before  the  filing  of  the 
cross  bill  of  said  William  F.  Scott,  and  before  the  filing  of  the  second 
supplemental  bill  by  said  James  A.  Roosevelt  and  William  R.  Fosdick, 
duly  resigned  his  office  as  trustee,  and  has  not  since  acted  as  such,  and 
has  not  therefore  been  made  a  defendant  to  this  case. 

And  it  is  further  made  to  appear  that  the  Columbus,  Chicago  and 
Indiana  Central  Railway  is,  and  since  the  year  1868  has  been,  a  con¬ 
tinuous  line  of  railway  owned  and  operated  as  an  entirety  and  described 
as  hereinafter  stated,  and  that  contemporaneously  with  the  commence¬ 
ment  and  prosecution  of  this  suit,  like  suits  have  been  brought  and  are  now 
pending  upon  original,  amended  and  supplemental  bills,  by  the  said 
James  A.  Roosevelt  and  William  R.  Fosdick,  and  upon  cross  bills,  by  the 
said  W  illiam  L.  Scott,  against  the  same  defendants  respectively  herein¬ 
above  named,  in  the  Circuit  Courts  of  the  United  States,  for  the  district 
of  Indiana,  and  for  the  northern  district  of  Illinois,  respectively,  in  which 
several  bills  the  same  averments  are  made,  and  the  same  relief  is  prayed 
for,  as  are  averred,  and  is  prayed  for  in  the  original,  amended  and  sup¬ 
plemental  and  cross  bills  filed  in  this  case. 


CORPORATE  HISTORY. 


683 


And  it  is  further  made  to  appear  to  the  court  that  heretofore,  to  wit, 
on  the  15th  and  16th  days  of  November,  in  the  year  1882,  by  the  judg¬ 
ment  and  consideration  of  the  said  Circuit  Courts  of  the  United  States 
within  and  for  the  northern  district  of  Illinois  and  the  district  of  Indiana, 
in  the  said  suits  therein  pending,  brought  by  the  said  James  A.  Roosevelt 
and  William  R.  Fosdick,  and  by  the  said  William  L.  Scott  respectively, 
there  was  made,  entered  and  enrolled  in  the  records  of  said  courts,  and 
there  are  now  in  full  force  therein,  decrees,  in  words,  figures  and  sub¬ 
stance  like  unto  each  other,  save  and  except  in  the  name  of  the  court 
wherein  the  same  is  rendered,  of  which  the  following  is  a  true  copy, 
that  is  to  say,  of  the  decree  so  entered  by  the  said  Circuit  Court  in  the 
northern  district  of  Illinois: 

(Here  follows  a  copy  of  the  decree  of  the  United  States  Circuit  Court 
for  the  northern  district  of  Illinois.  See  pages  665  to  681.) 

And  it  further  now  appears  to  the  court,  that  part  of  the  mortgaged 
premises  so  ordered  by  the  said  decrees  of  the  Circuit  Courts  of  the 
United  States  for  the  northern  district  of  Illinois  and  the  district  of 
Indiana,  to  be  sold,  is  within  the  southern  district  of  Ohio,  and  that  all 
the  findings  of  said  decrees  so  made,  enrolled  and  entered  in  the  said 
Circuit  Courts  of  the  United  States  for  the  northern  district  of  Illinois  and 
for  the  district  of  Indiana  are  true,  and  especially  that  the  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company  made,  executed  and 
delivered  the  mortgage  or  deed  of  trust  in  said  decrees  described  to 
James  A.  Roosevelt  and  William  R.  Fosdick,  and  sold  or  disposed  of 
the  bonds  secured  by  the  said  mortgage  or  deed  of  trust  to  the  extent 
stated  in  said  decrees,  and  that  there  are  now  outstanding  bonds  secured 
by  said  mortgage  or  deed  of  trust  to  the  principal  sum  of  ten  millions 
four  hundred  and  seventy-eight  thousand  dollars,  upon  which  interest  has 
accrued  and  was  in  default  on  the  thirteenth  day  of  November,  1882,  in 
the  sum  of  four  millions  eight  hundred  and  thirty-four  thousand  two 
hundred  and  thirty  dollars  and  twenty-eight  cents,  and  that,  by  reason 
of  the  non-payment  of  said  interest,  the  said  Columbus,  Chicago  and 
Indiana  Central  Railway  Company  has  forfeited  its  estate  at  law,  and 
the  said  mortgaged  premises  are  liable  to  be  sold,  in  equity,  for  the 
payment  of  said  debt,  and  that,  for  that  purpose,  said  decrees  have  been 
made  by  the  said  Circuit  Courts  of  the  United  States  for  the  district  of 
Indiana  and  the  northern  district  of  Illinois. 

Now,  therefore,  for  the  purpose  of  giving  full  relief  in  the  premises, 
and  to  carry  said  decrees  into  full  and  complete  execution  so  far  as  the 
mortgaged  property  within  the  southern  district  of  Ohio  is  concerned, 
it  is,  by  the  court  here,  adjudged  and  decreed,  that,  unless,  within  ten 
days  from  the  entry  of  this  decree,  the  said  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  or  some  one  for  them  (for  which 
purpose  leave  is  given  to  the  defendants,  respectively,  to  make  the  pay¬ 
ment  aforesaid),  shall  pay  to  the  said  James  A.  Roosevelt  and  William 
R.  Fosdick,  trustees,  for  the  use  and  benefit  of  the  coupon  holders  afore¬ 
said  secured  by  said  mortgage,  in  the  manner  provided  and  prescribed 
in  the  decree  aforesaid,  namely,  by  payment  into  the  Gallatin  National 
Bank  of  the  city  of  New  York,  to  their  credit,  to  be  withdrawn  only 


684  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


upon  orders  of  court  as  aforesaid,  the  said  sum  of  four  millions  eight 
hundred  and  thirty-four  thousand  two  hundred  and  thirty  28-100  dollars, 
with  interest  at  the  rate  of  six  per  cent,  per  annum,  from  November  13, 
1882,  being  the  amount  of  overdue  and  unpaid  interest  on  that  date  due 
as  aforesaid  upon  said  bonds,  together  with  all  the  costs  and  charges  in¬ 
curred  in  this  behalf  by  the  said  complainants,  Roosevelt  and  Fosdick, 
that  thereupon,  upon  the  precipe  of  the  solicitors  for  the  complainants, 
or  of  the  said  William  L.  Scott,  an  order  of  sale  issue  under  the  seal 
of  this  court,  attested  by  the  clerk  thereof,  directed  to  Jacob  D.  Cox, 
Esq.,  who  is  now  for  that  purpose  appointed  special  master  commissioner 
in  chancery  of  this  court,  for  the  execution  of  this  decree,  commanding 
him  to  execute  this  decree  in  conjunction  with  said  Fishback,  who  has 
been  appointed  by  said  decrees  entered  in  the  Circuit  Courts  of  the 
United  States  for  the  district  of  Indiana  and  the  northern  district  of 
Illinois  as  aforesaid,  as  follows:  that  they  sell  at  public  auction  as  herein 
provided  to  the  highest  bidder,  all  and  singular  the  entire  railroad  of 
the  Columbus,  Chicago  and  Indiana  Central  Railway  Company,  lying, 
being  and  extending  from  its  terminus  in  the  city  of  Chicago,  in  the 
state  of  Illinois,  through  the  county  of  Cook  in  said  state  southward  to 
the  state  of  Indiana,  and  through  the  counties  of  Lake,  Porter,  Laporte, 
Starke,  Pulaski,  Cass,  Howard,  Tipton,  Madison,  Henry  and  Wayne,  in 
Indiana,  to  the  city  of  Richmond,  in  the  state  of  Indiana,  and  thence 
eastward  to  the  boundary  line  of  the  state  of  Ohio,  and  through  the 
counties  of  Preble,  Darke,  Miami,  Champaign,  Union,  Madison  and 
Franklin,  in  the  state  of  Ohio,  to  the  city  of  Columbus,  Ohio,  and  also 
extending  from  the  city  of  Richmond  aforesaid  westward  through  the 
counties  of  Wayne,  Henry,  Hancock  and  Marion  to  the  city  of  In¬ 
dianapolis,  in  the  state  of  Indiana,  and  also  extending  from  the  main 
line  aforesaid  at  a  point  in  Miami  county,  Ohio,  westward  through  the 
county  of  Darke,  in  Ohio,  to  the  Indiana  state  line  at  Union  City;  and 
thence  westward  through  the  counties  of  Randolph,  Jay,  Blackford, 
Grant,  Miami,  Cass,  White,  Jasper  and  Newton,  in  Indiana,  to  the  line 
of  the  state  of  Illinois,  in  the  direction  towards  Peoria,  altogether  being 
in  length  of  railway  about  five  hundred  and  eighty-six  and  one-half 
miles,  about  four  hundred  and  twenty-four  and  one-half  miles  thereof 
being  in  the  state  of  Indiana,  about  one  hundred  and  thirty-four  and 
one-half  miles  thereof  being  in  the  state  of  Ohio,  and  about  twenty- 
seven  and  one-half  miles  thereof  being  in  the  state  of  Illinois,  with  all 
its  franchises,  equipments,  property,  tolls,  issues  and  profits,  and  all  its 
lands,  tenements,  buildings,  fixtures,  machinery,  goods  and  chattels, 
connected  with  or  used  in  the  using  or  operating  of  said  railway,  or 
appurtenant  thereto,  and  all  its  rails,  ties,  fuel,  fencing  and  erections, 
and  all  its  rights  of  way  and  easements,  and  all  cars,  engines  and  tools, 
and  all  rents,  reservations  and  reversions  of  every  nature  and  kind 
whatever,  including  all  the  property  between  said  terminal  points  which 
said  railway  company  owned  or  possessed  on  the  20th  day  of  February, 
one  thousand  eight  hundred  and  sixty-eight,  or  has  since  acquired, 
either  in  law  or  in  equity  of  every  kind  whatever,  pertinent  thereto,  but 
not  including  or  operating  to  include  any  lands,  goods,  chattels,  property, 


CORPORATE  HISTORY. 


685 


machinery,  equipments,  or  other  matters  which  said  company  then 
owned  or  has  since  acquired,  not  necessary  for  use  for  any  purpose 
incident  to  the  management  or  operation  of  said  railway,  or  of  the 
repair  thereof,  or  in  the  business  of  said  railway  company,  nor  any 
right  of  way,  easement,  franchises,  power  or  corporate  right  to  build  a 
railway  from  Chicago  to  Galena,  or  to  any  other  place  westward  of 
Chicago  possessed  and  owned  by  the  said  railway  or  granted  to  them  or 
to  the  Chicago  and  Great  Eastern  Railway  Company,  or  to  any  persons 
or  body  corporate,  of  whom  said  railway  company  was  the  successor  or 
assignee,  on  or  before  the  20th  day  of  February,  one  thousand  eight  hun¬ 
dred  and  sixty-eight,  but  expressly  including  all  right,  title,  interest,  claim 
or  demand,  and  all  moneys,  rents  and  property  held  and  owned  by,  or 
recovered  or  to  be  recovered  by  said  Roosevelt  and  Fosdick,  as  receivers 
or  trustees,  by  decree  of  the  Circuit  Court  of  the  United  States  for  the 
district  of  Indiana,  upon  their  cross  bill  filed  in  the  suit  aforesaid,  and 
now  pending  upon  appeal  in  the  Supreme  Court  of  the  United  States, 
or  otherwise,  and  all  rights  of  action  included  in  said  cause,  or  asserted 
by  them  as  receivers  or  trustees  therein,  or  otherwise,  and  all  rents  which 
have  accrued  from  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company,  and  all  right  to  recover  the  same  as  against  said  company 
and  as  against  the  Pennsylvania  Railroad  Company  under  and  by 
virtue  of  the  lease  and  amended  lease  aforesaid,  together  with  the 
right,  at  the  option  of  said  purchaser,  to  elect  to  continue  said  lease 
in  force  as  against  said  lessee,  the  Pittsburgh,  Cincinnati  and  St.  Louis 
Railway  Company,  and  its  guarantor,  the  Pennsylvania  Railroad  Com¬ 
pany,  or  at  the  option  of  said  purchaser,  and  with  the  consent  of  said 
lessee  and  guarantor,  to  disaffirm  and  annul  the  same,  also  including  all 
•estates,  properties,  rights,  titles  and  interests  which  have  become  vested 
in  and  are  now  held  by  said  Roosevelt  and  Fosdick,  as  receivers  in  this 
cause,  or  which  shall  be  held  by  them  at  the  time  of  said  sale. 

And  the  said  commissioners,  in  making  said  sale,  shall  offer  the  same 
as  an  entirety,  the  court,  however,  reserving  the  right,  in  case  of  the 
failure  to  sell  the  same  as  an  entirety,  hereafter  to  cause  the  same  to  be 
subdivided  and  sold  in  parcels,  and  the  same  shall  be  sold  subject  to 
the  outstanding  sectional  mortgage  bonds  prior  in  lien  to  the  said 
mortgage  to  the  said  Roosevelt  and  Fosdick,  amounting  altogether  to 
five  millions  three  hundred  and  sixty-three  thousand  dollars  and  interest, 
or  thereabouts,  and  to  all  other  paramount  liens  thereon,  if  any,  but 
free  from  the  lien  of  said  mortgage  or  deed  of  trust  to  said  Roosevelt 
and  Fosdick,  and  nothing  in  this  decree  contained  shall  in  any  manner 
affect,  prejudice  or  preclude  the  holders  of  said  paramount  liens  or  any 
of  them,  but  this  decree  shall  be  without  prejudice  to  the  rights  of 
them  and  each  of  them.  The  property  shall  be  sold  as  an  entirety  at 
public  auction  at  the  door  of  the  court  house  of  the  Circuit  Court  of 
the  United  States  for  the  district  of  Indiana,  in  the  city  of  Indianapolis, 
county  of  Marion,  and  state  of  Indiana,  at  such  time  as  the  said  com¬ 
missioners  shall  appoint;  but  in  case  no  bid  be  made  they  may  adjourn 
the  same  from  time  to  time  by  public  announcement  of  said  adjourn¬ 
ment,  made  at  the  time  of  said  adjournment,  and  by  reasonable  notice 
by  advertisement  of  such  adjournment.  No  bid  shall  be  received  by  the 


686  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


said  commissioners  from  any  bidder  who  shall  not  first  place  in  their 
hands  or  deposit  with  them,  as  a  pledge  that  they  will  make  good  their 
bid  in  case  of  its  acceptance,  either  one  million  dollars  in  money,  or 
moitgage  bonds  of  the  issue  aforesaid  secured  by  the  said  mortgage  to- 
the  said  Roosevelt  and  Fosdick  for  the  amount  of  one  million  dollars, 
exclusive  of  any  interest  which  may  be  due  thereon;  and  no  bid  shall 
be  received  on  said  property,  nor  shall  said  property  be  sold  for  less 
than  thirteen  millions  five  hundred  thousand  dollars.  Said  sale  shall1 
be  made  at  the  time  mentioned  in  the  said  notice  and  upon  the  terms 
and  subject  to  the  conditions  prescribed  in  the  said  decrees  of  the 
Circuit  Courts  of  the  United  States  for  the  northern  district  of  Illinois 
and  the  district  of  Indiana,  as  hereinabove  recited. 

The  proceeds  of  sale  shall  be  paid  and  distributed  in  the  Circuit 

Court  of  the  United  States  for  the  district  of  Indiana  as  by  said  decrees- 

of  saio  couits  has  been  provided,  and  a  certified  copy  of  the  order  of 
said  court  in  the  premises  making  distribution  of  such  proceeds  shall  be 
filed  in  this  court  by  said  commissioner. 

But  it  is  expressly  ordered  that  the  surplus  proceeds  of  said  sSie,  if 

any,  after  paying  all  costs  of  this  suit  and  of  said  suits  in  the  Circuit 

Courts  of  the  United  States  for  the  northern  district  of  Illinois  and  the 
district  of.  Indiana,  and  of  said  complainant,  and  all  debts  of  the  re- 
cei\  ers  and  all  claims  allowed  by  either  of  said  courts  as  paramount 
liens  against  the  said  property  entitled  to  payment  out  of  such  fund,  and 
the  amount  payable  for  principal  and  interest  of  said  bonds,  secured  by 
said  mortgage  to  said  Roosevelt  and  Fosdick,  shall  be  retained  by  said 
commissioners  subject  to  the  further  order  of  this  court  and  of  said 
Circuit  Couits  of  the  United  States  for  the  districts  of  Indiana  and  of 
northern  Illinois. 

And  the  said  special  master  commissioner  is  ordered  to  report  his 
proceedings  in  the  premises  to  this  court  for  its  approval.  The  purchase 
money  shall  be  paid  as  the  court  may  order  in  not  less  than  sixty  days 
after  the  confirmation  of  sale.  A  copy  of  the  commissioner’s  report  of 
sale  and  notice  of  the  application  for  the  decree  of  confirmation  shall  be 
given  to  the  solicitors  for  Roosevelt  and  Fosdick  and  William  L.  Scott 
respectively,  at  least  ten  days  before  the  hearing  of  said  motion,  or  for 
such  shorter  time  as  said  solicitors  respectively  may  consent  to  accept; 
and  no  conie^ance  shall  be  made  of  said  premises  until  after  the  decree 
of  confirmation  of  said  sale  shall  have  been  entered  in  all  of  said  courts 
and  payment  has  been  made  in  full  to  said  commissioners  of  the  pur¬ 
chase  price. 

xt  is  consideied,  adjudged  and  decreed,  that  the  purchaser  or  pur¬ 
chasers  of  said  mortgaged  premises  and  property  shall,  in  respect  of 
said  premises,  be  iniested  with  and  shall  hold  and  possess  and  enjoy 
the  same,  and  all  the  rights,  privileges  and  franchises  appertaining 
thereto,  as  fully  and  completely  as  the  said  Columbus,  Chicago  and 
Indiana  Central  Railway  Company  at  the  commencement  of  the  original 
suit  by  Roosevelt  and  Fosdick  held,  or  now  holds  and  enjoys,  or  is- 
entitled  to  hold  and  enjoy  the  same,  but  free  from  the  liens  now  rep¬ 
resented  by  any  party  to  this  case. 

And  it  further  appearing  to  the  court  that  two  hundred  and  eighty- 


CORPORATE  HISTORY. 


68/ 


eight  bonds,  with  the  coupons  thereon,  secured  by  said  mortgage  to 
said  Roosevelt  and  Fosdick,  have  been  deposited  in  the  Circuit  Court 
of  the  United  States  for  the  southern  district  of  Ohio,  eastern  division, 
in  a  suit  brought  by  William  L.  Scott  versus  the  Columbus,  Chicago 
and  Indiana  Central  Railway  Company,  it  is  ordered  that  said  Scott, 
the  owner  of  said  judgment,  may  use  said  bonds  and  coupons  thereon 
in  payment  of  any  purchase  at  said  sale,  as  if  said  bonds  had  not  been  so 
deposited,  by  delivering  to  the  said  commissioner,  in  duplicate,  a  receipt 
for  said  bonds,  coupons  and  judgment,  and  an  order  for  the  cancellation 
of  said  judgment  in  lieu  of  actual  delivery  of  said  bonds  and  coupons  to 
the  master,  one  of  which  receipts  and  orders  said  master  shall  forthwith 
file  in  said  court,  where  said  judgment  was  recovered  as  evidence  of  the 
payment  thereof. 

And  it  is  further  found  by  the  court  that  William  L.  Scott  is  the  owner 
of  the  property,  and  entitled  to  the  rights  found  and  decreed  in  his 
favor,  by  the  decrees  of  the  Circuit  Courts  of  the  United  States  for  the 
northern  district  of  Illinois  and  the  district  of  Indiana  hereinabove 
copied,  but  that  no  necessity  exists,  at  this  time,  to  pass  upon  or  adjudge 
the  rights  of  said  Scott  in  the  premises  further  than  as  the  same  has 
been  found  in  said  decrees.  It  is  therefore  ordered  and  adjudged  that 
this  decree  be  entered,  without  prejudice  to  the  rights  of  said  Scott,  as 
against  said  several  defendants  to  his  cross  bill,  and  to  the  rights  of 
said  defendants  to  said  cross  bill  as  against  said  Scott,  further  or  other 
than  as  decreed  by  said  decrees  hereinabove  copied,  or  hereby,  and 
the  same  are  reserved  for  further  consideration  of  this  court. 

And  it  is  further  ordered,  that  in  case  the  said  sum  of  money  herein¬ 
above  found  due  for  accrued  interest,  be  paid  by  said  Columbus,  Chicago 
and  Indiana  Central-  Railway  Company,  or  some  other  for  them,  then 
that  the  said  Scott  may  apply  to  this  court  for  a  decree  upon  his  cross 
bill  for  the  sale  of  said  mortgaged  premises  and  property  for  non-pay¬ 
ment  of  the  principal  of  the  bonds  notwithstanding  anything  found  in 
this  decree  to  the  contrary  thereof. 

And  it  is  further  ordered,  adjudged  and  decreed,  that  the  sale  herein¬ 
before  decreed  to  be  made,  and  the  conveyance,  after  confirmation 
thereof,  executed  and  delivered  by  said  commissioner,  in  pursuance  of 
this  decree,  shall  be  valid  and  effectual  forever,  and  that  thereby  the 
defendants  in  those  suits  respectively  and  all  persons  claiming  or  to  claim 
under  them,  or  any  of  them,  subsequent  to  this  original  suit  of  Roose¬ 
velt  and  Fosdick  as  purchasers,  encumbrancers  or  otherwise  howsoever, 
shall  be,  and  hereby  are,  forever  barred  and  foreclosed  of  and  from  all 
right,  estate  and  interest,  claim,  lien  and  equity  of  redemption  of,  in  or 
to  the  premises,  property,  rights  and  interests  so  sold,  and  from  any 
part  thereof. 


DECREE  OF  CONFIRMATION  OF  SALE 

By  the  United  States  Circuit  Court  for  the  Northern  District 

of  Illinois. 

Entered  January  30,  1883. 

Circuit  Court  of  the  United  States,  northern  district  of  Illinois,  Tues¬ 
day,  January  30,  1883.  Hon.  Thomas  Drummond,  judge.  James  A. 


688  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Roosevelt  and  William  R.  Fosdick  vs.  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  Frederick  R.  Fowler,  Archibald 
Parkhurst  and  John  B.  Thompson.  Pending  on  original,  amended  and 
supplemental  bills.  William  L.  Scott  vs.  James  A.  Roosevelt  and  Wil¬ 
liam  R.  Fosdick,  Frederick  R.  Fowler,  Archibald  Parkhurst,  Jr.,  John 
B.  Thompson,  and  the  Columbus,  Chicago  and  Indiana  Central  Railway 
Company.  Pending  on  Cross  Bill. 

These  causes  now  came  on  further  to  be  heard  upon  the  report  made 
and  filed  herein  by  William  P.  Fishback,  master  in  chancery  of  the 
Circuit  Court  of  the  United  States  for  the  district  of  Indiana,  and  Jacob 
D.  Cox,  commissioner  heretofore  appointed  to  execute  the  decree  of  sale 
in  this  case,  conjointly  with  the  said  Fishback,  by  decree  of  the  Circuit 
Court  of  the  United  States  for  the  southern  district  of  Ohio;  and  it  ap¬ 
pearing  to  this  court  that  the  notices  of  the  application  to  confirm  sale, 
with  copies  of  the  report  thereof,  have  been  given  to  the  several  solicitors 
as  thereby  required,  and  that  the  premises,  property,  rights  and  fran¬ 
chises  heretofore  owned  and  possessed  by  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  and  ordered  to  be  sold  by  the  said 
Fishback  and  the  said  Cox  as  an  entirety,  by  decree  of  this  court,  and 
also  by  concurrent  decrees  of  the  Circuit  Courts  of  the  United  States 
for  the  district  of  Indiana,  and  for  the  southern  district  of  Ohio,  and 
more  particularly  enumerated  and  specified  in  the  decrees  for  such  sale 
heretofore  made  and  entered  in  said  courts,  have  been  sold  as  an  entirety, 
pursuant  to  the  said  order  and  decree  by  said  master  in  chancery,  Fish¬ 
back,  and  said  commissioner,  Cox,  for  the  sum  of  thirteen  millions  five 
hundred  thousand  dollars,  to  William  L.  Scott,  Charles  J.  Osborn  and 
John  S.  Kennedy,  and  that  the  sum  of  thirteen  millions  five  hundred 
thousand  dollars  was  the  highest  and  best  bid  for  such  property,  and  is 
the  minimum  price  provided  in  said  former  decree  of  this  court,  and 
that  before  making  said  bid,  said  purchasers,  Scott,  Osborn  and  Ken¬ 
nedy,  had  deposited  as  a  pledge  that  they  would  make  good  their  bid 
with  said  master  in  chancery,  Fishback,  and  commissioner  Cox,  seven 
hundred  and  twelve  bonds  with  all  the  unpaid  coupons  thereto  attached, 
from  and  including  the  coupon  which  matured  on  the  first  day  of  April, 
1875,  and  also,  in  duplicate,  receipt  in  full  payment  of  the  bonds,  coupons 
and  judgment  next  hereinafter  described,  and  an  order  for  the  cancel¬ 
lation  of  the  judgment  on  said  bonds  and  coupons  heretofore  recovered 
by  the  said  William  L.  Scott  in  the  Circuit  Court  of  the  United  States 
for  the  southern  district  of  Ohio,  eastern  division,  described  in  the 
former  orders  of  this  court,  wherein  he  recovered  judgment  against  said 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  upon  and 
for  the  amount  of  two  hundred  and  eighty-eight  of  said  bonds  and  the 
coupons  thereto  attached. 

And  it  further  appearing  to  this  court  that  all  the  proceedings  of  said 
Master  in  Chancery  Fishback  and  Commissioner  Cox,  in  the  advertise¬ 
ment  and  sale  of  said  property,  are  regular  and  conformable  to  law, 
and  to  the  former  decree  of  this  court  in  all  respects,  it  is  now  here 
ordered,  adjudged  and  decreed,  that  the  said  sale  be  and  the  same  is 
hereby  confirmed,  and  the  proceedings  of  the  said  master  in  chancery 


CORPORATE  HISTORY. 


689 


and  the  said  commissioner,  in  this  regard,  are  hereby  approved  and 
confirmed. 

And  it  is  now  further  ordered,  adjudged  and  decreed,  that  upon  com¬ 
pliance  by  the  said  purchasers,  within  sixty  days  from  the  entry  of  this 
decree,  with  the  former  decrees  of  this  court  in  the  premises,  by  the 
payment  for  said  property  of  the  residue  of  the  purchase  money,  being 
thirteen  millions  five  hundred  thousand  dollars,  less  the  amount  of  said 
712  bonds  and  coupons  and  the  288  bonds  and  coupons  included  in  said 
judgment,  in  the  manner  prescribed  in  said  decree,  and  to  be  distributed 
as  therein  provided,  and  in  the  manner  further  prescribed  in  detail  by 
the  decree  of  confirmation  entered  in  the  Circuit  Court  of  the  United 
States  for  the  district  of  Indiana,  the  said  William  P.  Fishback,  master 
in  chancery,  and  the  said  Jacob  D.  Cox,  commissioner  as  aforesaid, 
shall  by  deed  duly  executed,  if  approved  and  so  directed,  as  provided 
in  the  said  decree  entered  in  the  Circuit  Court  for  the  district  of  Indiana, 
convey  in  fee  simple  to  the  said  William  L.  Scott,  Charles  J.  Osborn 
and  John  S.  Kennedy,  all  and  singular  the  premises  and  property,  rights 
and  franchises  heretofore  described  in  the  former  order  of  this  court, 
and  by  this  court  therein  ordered  to  be  sold. 

And  upon  the  execution  and  delivery  of  the  said  deed  all  parties  to 
this  case,  and  the  receivers  heretofore  appointed  herein  are  directed 
and  required  to  deliver  possession  of  the  premises  and  property,  rights 
and  franchises,  so  sold  as  aforesaid  to  the  said  purchasers  or  their 
assigns,  and  forthwith  after  said  execution  and  delivery  of  said  deed, 
said  receivers  shall  file  their  final  report  of  their  dealings  to  that  date 
in  the  Circuit  Court  of  the  United  States  for  the  district  of  Indiana, 
where  the  same  shall  be  finally  disposed  of. 

And  as  to  the  claim  of  the  heirs  of  William  B.  Skidmore,  pending  on 
petition  in  this  court,  it  is  ordered  that  this  decree  be  without  prejudice 
to  their  rights,  and  that  the  said  purchasers  take  their  title  to  said  prop¬ 
erty  so  to  be  conveyed,  subject  to  whatever,  if  any,  rights  said  heirs  of 
Skidmore  have  as  against  said  Roosevelt  and  Fosdick,  and  the  holders 
of  the  bonds  and  coupons  secured  by  the  mortgage  to  them,  and  that 
said  purchasers  shall  succeed  to  and  take  as  against  said  heirs  of 
Skidmore  all  the  rights  which  said  Roosevelt  and  Fosdick  and  said  bond 
and  coupon  holders  might  have  asserted  notwithstanding  any  decree  of 
this  court. 


DECREE  OF  CONFIRMATION  OF  SALE 

By  the  United  States  Circuit  Court  for  the  Southern  District 

of  Ohio. 

Entered  January  31,  1883. 

At  a  stated  term  of  the  Circuit  Court  of  the  United  States  within  and 
for  the  sixth  judicial  circuit  and  western  division  of  the  southern  district 
of  Ohio,  begun  and  held  at  the  court-rooms  in  the  city  of  Cincinnati, 
on  the  first  Tuesday  of  October,  being  the  third  day  of  that  month,  in 
the  year  of  our  Lord  one  thousand  eight  hundred  and  eighty-two,  and  in 


44 


690  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  one  hundred  and  seventh  year  of  the  Independence  of  the  United 
States  of  America. 

Present,  the  Honorable  John  Baxter,  circuit  judge. 

Among  the  proceedings  had  were  the  following,  to  wit: 

Wednesday,  January  31,  1883. 

James  A.  Roosevelt  and  William  R.  Fosdick  vs.  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  Frederick  R.  Fowler, 
Archibald  Parkhurst  and  John  B.  Thompson.  Pending  on  original, 
amended  and  supplemental  bills.  William  L.  Scott  vs.  James  A.  Roose¬ 
velt  and  William  R.  Fosdick,  Frederick  R.  Fowler,  Archibald  Parkhurst, 
Jr.,  John  B.  Thompson,  and  the  Columbus,  Chicago  and  Indiana  Central 
Railway  Company.  Pending  on  cross  bill. 

These  causes  now  came  on  further  to  be  heard  upon  the  report  made 
and  filed  herein  by  William  P.  Fishback,  master  in  chancery  of  the 
Circuit  Court  of  the  United  States  for  the  district  of  Indiana,  and  Jacob 
D.  Cox,  commissioner,  heretofore  appointed  to  execute  the  decree  of 
sale  in  this  case  conjointly  with  the  said  Fishback,  by  decree  of  this 
court,  and  it  appearing  to  this  court  that  the  notices  of  the  application 
to  confirm  sale,  with  copies  of  the  report  thereof,  have  been  given  to 
the  several  solicitors,  as  thereby  required,  and  that  the  premises  and 
property,  rights  and  franchises,  heretofore  owned  and  possessed  by  the 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  and  ordered 

to  be  sold  by  the  said  Fishback  and  the  said  Cox,  as  an  entirety,  by 

decree  of  this  court,  also  by  concurrent  decrees  of  the  Circuit  Courts 
of  the  United  States  for  the  district  of  Indiana  and  for  the  northern 
district  of  Illinois,  and  more  particularly  enumerated  and  specified  in 

the  decree  for  such  sale  heretofore  made  and  entered  in  this  court,  were 

sold  as  an  entirety  pursuant  to  the  said  order  and  decree  by  said  Master 
in  Chancery  Fishback  and  by  said  Commissioner  Cox,  for  the  sum  of 
thirteen  million  five  hundred  thousand  dollars,  to  William  L.  Scott, 
Charles  J.  Osborn  and  John  S.  Kennedy,  and  that  the  said  sum  of 
thirteen  million  five  hundred  thousand  dollars  was  the  highest  and  best 
bid  for  said  property,  and  is  the  minimum  price  provided  in  said  former 
decree  of  this  court,  and  that  before  making  said  bid  said  purchasers, 
Scott,  Osborn  and  Kennedy,  had  deposited,  as  a  pledge  that  they  would 
make  good  their  bid  with  said  Master  in  Chancery  Fishback  and  Com¬ 
missioner  Cox,  seven  hundred  and  twelve  bonds,  with  all  the  unpaid 
coupons  thereto  attached  from  and  including  the  coupon  which  matured 
on  the  first  day  of  April,  1875,  and  also,  in  duplicate,  a  receipt  in  full 
payment  of  the  bonds,  coupons  and  judgment  next  hereinafter  described, 
and  an  order  for  the  cancellation  of  the  judgment  on  said  bonds  and 
coupons  heretofore  recovered  by  the  said  William  L.  Scott  in  the  Circuit 
Court  of  the  United  States  for  the  southern  district  of  Ohio,  eastern 
division,  described  in  the  former  orders  of  this  court,  wherein  he  re¬ 
covered  judgment  against  said  Columbus,  Chicago  and  Indiana  Central 
Railway  Company  upon  and  for  the  amount  of  two  hundred  and  eighty- 
eight  of  said  bonds,  and  the  coupons  thereto  attached. 

And  it  further  appearing  to  this  court  that  all  the  proceedings  of  said 
Master  in  Chancery  Fishback  and  Commissioner  Cox,  in  the  advertise- 


CORPORATE  HISTORY. 


69I 


ment  and  sale  of  said  property,  are  regular  and  conformable  to  law  and 
to  the  former  decree  of  this  court  in  all  respects,  it  is  now  here  ordered, 
adjudged  and  decreed  that  the  said  sale  be  and  the  same  is  hereby  con¬ 
firmed,  and  the  proceedings  of  the  said  master  in  chancery  and  the  said 
commissioner  in  this  regard  are  hereby  approved. 

And  it  is  now  further  ordered,  adjudged  and  decreed,  that  upon  com¬ 
pliance  by  the  said  purchasers,  within  sixty  days  from  the  time  of  the 
entry  of  this  decree,  with  the  former  decrees  of  this  court  in  the  premises, 
by  the  payment  for  said  property  of  the  residue  of  the  purchase  money, 
being  thirteen  million  five  hundred  thousand  dollars,  less  the  amount  of 
said  712  bonds  and  coupons  and  the  288  bonds  and  coupons  included  in 
said  judgment  in  the  manner  prescribed  in  said  decree,  and  to  be  dis¬ 
tributed  as  therein  provided,  and  in  the  manner  further  prescribed  in 
detail  by  the  decree  of  confirmation  entered  in  the  Circuit  Court  .of  the 
United  States  for  the  district  of  Indiana,  the  said  William  P.  Fishback, 
master  in  chancery,  and  the  said  Jacob  D.  Cox,  commissioner,  as  afore¬ 
said,  shall,  by  deed  duly  executed,  if  approved  and  so  directed  as  pro¬ 
vided  in  the  said  decree  entered  in  the  Circuit  Court  for  the  district  of 
Indiana,  convey  in  fee  simple  to  the  said  William  L.  Scott,  Charles  J. 
Osborn  and  John  S.  Kennedy,  all  and  singular  the  premises  and  property, 
rights  and  franchises,  heretofore  described  in  the  former  orders  of  this 
court,  and  by  this  court  therein  ordered  to  be  sold. 

And  upon  the  execution  of  the  said  deed  all  parties  to  this  case,  and 
the  receivers  heretofore  appointed  herein,  are  directed  and  required  to 
deliver  possession  of  the  premises  and  property,  rights  and  franchises, 
so  sold  as  aforesaid,  to  the  said  purchasers  or  their  assigns,  and  forth¬ 
with,  after  said  execution  and  delivery  of  said  deed,  said  receivers  shall 
file  their  final  report  of  their  dealings  to  that  date  in  the  Circuit  Court 
of  the  United  States  for  the  district  of  Indiana,  where  the  sam£  shall  be 
finally  disposed  of. 


DECREE  OF  CONFIRMATION  OF  SALE 

By  the  United  States  Circuit  Court  for  the  District  of  Indiana. 

Entered  January  30,  1883. 

In  the  Circuit  Court  of  the  United  States,  district  of  Indiana,  Novem¬ 
ber  term,  1882.  Tuesday,  January  30,  A.  D.  1883.  Before  Honorables 
Thomas  Drummond  and  Walter  Q.  Gresham,  judges.  James  A.  Roose¬ 
velt  and  William  R.  Fosdick  vs.  the  Columbus,  Chicago  and  In¬ 
diana  Central  Railway  Company,  Frederick  R.  Fowler,  Archibald  Park- 
hurst  and  John  B.  Thompson.  Chancery.  Pending  on  original,  amended 
and  supplemental  bills.  William  L.  Scott  vs.  James  A.  Roosevelt  and 
William  R.  Fosdick,  Frederick  R.  Fowler,  Archibald  Parkhurst,  Jr., 
John  B.  Thompson,  and  the  Columbus,  Chicago  and  Indiana  Central 
Railway  Company.  Pending  on  cross  bill. 

These  causes  now  came  on  further  to  be  heard  upon  the  report  made 
and  filed  herein  by  William  P.  Fishback,  master  in  chancery  of  the  Circuit 
Court  of  the  United  States  for  the  district  of  Indiana,  and  Jacob  D.  Cox, 


692  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

commissioner  heretofore  appointed  to  execute  the  decree  of  sale  in  this 
case,  conjointly  with  the  said  Fishback,  by  decree  of  the  Circuit  Court 
of  the  United  States  for  the  southern  district  of  Ohio;  and  it  appearing 
to  this  court  that  the  notices  have  been  given,  as  required  by  the  former 
decree,  of  the  application  to  confirm  sale,  with  copies  of  the  report  of 
sale,  to  the  several  solicitors  as  thereby  required,  and  that  the  premises, 
property,  rights  and  franchises  heretofore  owned  and  possessed  by  the 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  and  ordered 
to  be  sold  by  the  said  Fishback  and  the  said  Cox  as  an  entirety,  by  de¬ 
cree  of  this  court,  and  also  by  concurrent  decrees  of  the  Circuit  Courts 
of  the  United  States  for  the  northern  district  of  Illinois,  and  for  the 
southern  district  of  Ohio,  western  division,  and  more  particularly  enu¬ 
merated  and  specified  in  the  decrees  for  such  sale,  heretofore  made  and 
entered  in  said  courts  have  been  sold  as  an  entirety  pursuant  to  the 
said  orders  and  decrees,  by  said  Master  in  Chancery  Fishback  and  said 
Commissioner  Cox,  for  the  sum  of  thirteen  millions  five  hundred 
thousand  dollars,  to  William  L.  Scott,  Charles  J.  Osborn,  and  John  S. 
Kennedy,  and  that  the  sum  of  thirteen  millions  five  hundred  thousand 
dollars  was  the  highest  and  best  bid  for  such  property,  and  is  the  minimum 
price  provided  in  said  former  decree  of  this  court,  and  that  before 
making  said  bid  said  purchasers,  Scott,  Osborn  and  Kennedy,  had  de¬ 
posited  as  a  pledge  that  they  would  make  good  their  bid  with  said 
Master  in  Chancery  Fishback  and  Commissioner  Cox,  seven  hundred 
and  twelve  bonds  with  all  the  unpaid  coupons  thereto  attached,  from 
and  including  the  coupon  which  matured  on  the  first  day  of  April,  1875, 
and  also  in  duplicate,  a  receipt  in  full  payment  of  the  bonds,  coupons 
and  judgment  next  hereinafter  described,  and  an  order  for  the  cancella¬ 
tion  of  the  judgment  on  said  bonds  and  coupons  heretofore  recovered 
by  the  said  William  L.  Scott  in  the  Circuit  Court  of  the  United  States 
for  the  southern  district  of  Ohio,  eastern  division,  described  in  the 
former  orders  of  this  court,  wherein  he  recovered  judgment  against  said 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  upon  and 
for  the  amount  of  two  hundred  and  eighty-eight  of  said  bonds  and 
coupons  thereto  attached. 

And  it  further  appearing  to  this  court  that  all  the  proceedings  of 
said  Master  in  Chancery  Fishback  and  Commissioner  Cox,  in  the 
advertisement  and  sale  of  said  property,  are  regular  and  conformable 
to  law  and  to  the  former  decree  of  this  court  in  all  respects,  it  is  now 
here  ordered,  adjudged  and  decreed  that  the  said  sale  be  and  the  same 
is  hereby  confirmed,  and  the  proceedings  of  the  said  master  in  chancery 
and  the  said  commissioner,  in  this  regard,  are  hereby  approved. 

And  it  is  now  further  ordered,  adjudged  and  decreed,  that  upon  payment 
by  the  said  purchasers,  within  sixty  days  from  the  entry  of  this  decree, 
for  said  property,  of  the  residue  of  the  said  purchase  money,  being 
thirteen  millions  five  hundred  thousand  dollars,  less  the  amount  of  said  712 
bonds  and  coupons  thereto  attached  and  the  288  bonds  and  coupons 
included  in  said  judgment,  in  the  manner  prescribed  in  said  decree,  and 
to  be  distributed  as  therein  provided,  the  said  William  P.  Fishback, 
master  in  chancery,  and  the  said  Jacob  D.  Cox,  commissioner,  as 


CORPORATE  HISTORY. 


693 


aforesaid,  having  first  reported  the  same  to  this  court,  together  with  a 
form  of  deed,  shall,  if  so  directed  by  this  court,  convey  to  the  said 
William  L.  Scott,  Charles  J.  Osborn  and  John  S.  Kennedy,  by  deed 
approved  by  this  court,  in  fee  simple,  all  and  singular  the  premises  and 
property,  rights  and  franchises,  heretofore  described  in  the  former  order 
of  this  court,  and  by  this  court  therein  ordered  to  be  sold. 

And  upon  the  execution  and  delivery  of  the  said  deed,  all  parties  to 
this  case,  and  the  receivers  heretofore  appointed  herein,  are  directed 
and  required  to  deliver  possession  of  the  premises  and  property,  rights 
and  franchises,  so  sold  as  aforesaid,  to  the  said  purchasers,  or  their 
assigns,  and  forthwith,  after  the  execution  and  delivery  of  said  deed, 
said  receivers  shall  file  their  final  report  herein;  and  William  P.  Fish- 
back,  master  in  chancery,  having  filed  his  report  as  to  the  claims  pend¬ 
ing  and  preferred  against  the  several  parties  to  said  causes,  the  court 
further  proceeding  to  find  how  much  of  said  purchase  money  it  is 
necessary  to  reserve  for  distribution  in  addition  to  the  payment  of  the 
costs  and  expenses  of  this  suit,  and  the  payment  of  the  costs  and  expenses 
of  the  two  suits  pending  in  the  Circuit  Courts  of  the  United  States  for  the 
northern  district  of  Illinois  and  for  the  southern  district  of  Ohio, 
western  division,  respectively,  and  the  payment  of  accruing  costs  and  all 
proper  expenses  of  sale,  and  the  payment  of  compensation  for  their 
services  in  this  behalf  rendered  by  the  said  Fishback  and  Cox,  which 
compensation  is  fixed,  no  objections  thereto  being  made,  at  the  total 
sum  of  ten  thousand  dollars,  to  be  divided  between  them  as  they  may 
agree,  which  compensation  thus  allowed  is  inclusive  of  all  services  to 
the  date  of  this  decree,  rendered  by  said  master  and  commissioner, 
jointly  and  separately,  and  of  all  services  to  this  date  of  said  master  in 
connection  with  any  and  all  of  said  causes,  and  also  all  services  to  be 
rendered  by  them,  or  either  of  them,  in  executing  and  delivering  the  deed 
to  said  purchasers,  and  in  receiving  the  purchase  money,  and  reporting 
the  payment  and  manner  thereof  to  the  court  herein. 

It  is  further  ordered,  that  before  making  any  distribution  of  the  pur¬ 
chase  money  of  said  premises  to  the  bonds  and  coupons  secured  by  the 
mortgage  to  said  Roosevelt  and  Fosdick,  the  said  William  P.  Fishback, 
master  in  chancery,  shall  collect  and  receive  in  cash  from  said  pur¬ 
chasers,  by  deposit  thereof  to  the  credit  of  this  court,  in  the  Gallatin 
National  Bank  of  New  York  City,  subject  only  to  be  drawn  out  by 
check  or  checks  to  be  made  in  pursuance  of  orders  of  this  court,  the 
total  sum  of  one  hundred  and  twenty-two  thousand  three  hundred  and 
fifty-seven  29-100  dollars,  which  sum  is  hereby  found  by  this  court  to  be 
sufficient  to  meet  all  sums  or  claims  which  may  be  adjudged  payable  in 
money,  in  advance  of  any  distribution  to  any  holder  or  holders  of  bonds 
or  coupons,  out  of  the  proceeds  of  sale,  including  the  items  above 
specified;  and,  after  making  said  deposit,  there  shall  be  distributed  and 
paid  all  the  residue  of  said  purchase  money,  including  the  seven  hundred 
and  twelve  bonds  and  coupons  deposited  with  said  master  and  com¬ 
missioner  on  the  day  of  sale,  and  the  two  hundred  and  eighty-eight 
bonds  and  coupons  upon  which  judgment  was  recovered  in  the  United 
States  Circuit  Court  for  the  southern  district  of  Ohio,  eastern  division, 


694  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

as  in  the  report  of  sale  stated,  to  and  among  the  holders  of  the  bonds 
and  coupons,  secured  by  the  said  mortgage  to  Roosevelt  and  Fosdick, 
as  follows: 

First.  In  full  discharge  and  payment  of  the  coupons  matured  and 
not  paid  at  the  date  of  the  delivery  of  such  deed,  including  interest  on 
said  coupons  from  their  several  dates  of  maturity,  at  the  rate  of  seven 
per  cent,  per  annum,  up  to  and  until  the  date  of  delivery  of  said  deed,  and 
the  residue  of  said  purchase  money,  pro  rata  to  and  among  the  holders 
of  the  ten  thousand  four  hundred  and  seventy-eight  bonds  now  outstand¬ 
ing,  secured  by  the  said  mortgage  to  the  said  Roosevelt  and  Fosdick, 
allowing  to  each  of  said  bonds  an  equal  proportion  or  share  thereof, 
and  receiving  from  said  purchasers  in  lieu  of  cash,  bonds  and  coupons 
of  the  said  issue,  which  they  may  present  in  payment  for  said  purchase, 
including  said  712  and  288  bonds  and  the  coupons  thereon,  at  the  rates 
or  valuations  which  upon  the  foregoing  principles  would  have  been  dis¬ 
tributable  to  them  as  holders  of  said  bonds  and  coupons  were  the  whole 
purchase  price  payable  in  cash. 

The  bonds  and  coupons  aforesaid  not  presented  by  said  purchasers 
shall  be  paid  and  discharged  as  follows:  the  proportion  of  said  purchase 
money  distributable  to  them  shall  be  certified  to  the  Gallatin  National 
Bank  of  the  city  of  New  York,  which  is  hereby  constituted  a  special 
depositary  of  this  court  for  that  purpose,  by  said  master,  and  paid  into 
said  bank  by  said  purchasers,  to  the  credit  of  said  William  P.  Fishback, 
master  in  chancery,  who  shall  forthwith  give  notice  by  publication  in 
one  or  more  daily  newspapers  in  the  city  of  New  York,  to  the  holders 
of  said  bonds  and  coupons  to  present  the  same  for  payment,  and  said 
master  shall,  out  of  the  moneys  so  deposited,  make  distribution  to  each  of 
said  holders,  of  his  equal  and  proper  pro  rata  share  thereof  as  ascertained 
as  aforesaid  by  the  decrees  of  this  court,  first,  however,  deducting  and 
reserving  therefrom  as  a  fund  to  cover  the  expenses  of  such  advertising 
and  distribution,  at  the  rate  of  one  and  one-half  per  cent,  of  each  sum 
distributed.  And  said  master  in  chancery  shall  from  time  to  time  report 
to  this  court  his  actings  and  doings  in  the  premises. 

And  it  is  further  ordered,  that  in  case  of  the  payment  by  said  pur¬ 
chasers  of  any  of  the  sums  of  money  allowed  and  ordered  to  be  paid 
by  this  decree,  exclusive  of  bonds  and  coupons  secured  by  the  mortgage 
to  said  Roosevelt  and  Fosdick,  said  master  shall  accept  a  proper  voucher 
or  receipt  thereof,  with  evidence  of  such  payment,  from  said  purchasers, 
in  lieu  of  so  much  money,  as  part  of  the  purchase  price  of  said  premises 
payable  by  them. 

And  it  is  further  ordered,  that  if  before  or  at  the  payment  of  said 
purchase  money  it  be  made  to  appear  to  the  master  that  any  of  the 
claims  enumerated  in  his  report,  to  provide  for  which  it  has  been 
ordered  that  said  deposit  be  made  in  the  Gallatin  National  Bank,  to  the 
credit  of  this  court,  have  been  before  that  time  paid,  compromised, 
settled  or  released,  then  to  that  extent  the  amount  of  such  deposit  shall 
be  decreased,  and  the  proportion  of  said  purchase  money  distributable 
to  the  said  bonds  and  coupons  shall  be  increased. 

And  as  to  the  claims  of  the  heirs  of  William  B.  Skidmore,  pending 


CORPORATE  HISTORY. 


69s 


in  the  Circuit  Court  for  the  northern  district  of  Illinois,  it  is  ordered 
that  this  decree  be  without  prejudice  to  their  rights,  and  that  the  said 
purchasers  take  title  to  the  property  to  be  conveyed  as  aforesaid,  subject 
to  whatever,  if  any,  rights  said  heirs  of  Skidmore  have  as  against  said 
Roosevelt  and  Fosdick,  and  the  holders  of  the  bonds  and  coupons 
secured  by  the  mortgage  to  them,  and  that  said  purchasers  shall  succeed 
to  and  take  as  against  said  heirs  of  Skidmore,  all  the  rights  said  Roose¬ 
velt  and  Fosdick,  and  said  bond  and  coupon-holders,  might  have  as¬ 
serted  notwithstanding  any  decree  of  this  court. 

And  as  to  the  distribution  of  the  fund  so  ordered  to  be  deposited  in 
the  Gallatin  National  Bank  to  the  credit  of  this  court,  it  is  ordered  that 
the  same  be  made  from  time  to  time  by  check  of  the  clerk  of  this  court, 
to  be  drawn  whenever  this  court  or  the  Circuit  Court  for  the  northern 
district  of  Illinois  shall  make  an  order  for  the  payment  of  any  of  said 
claims  for  which  said  fund  is  reserved. 

And  out  of  said  fund,  when  so  deposited,  it  is  now  ordered  that  there 
be  paid  in  manner  aforesaid  the  costs  and  expenses  of  this  suit  and  of 
the  said  suits  in  the  Circuit  Courts  for  the  northern  district  of  Illinois 
and  southern  district  of  Ohio,  and  the  costs  and  expenses  of  said  sale 
and  the  compensation  aforesaid  to  said  master  and  commissioner. 

And  said  master  in  chancery  shall  seasonably  report  his  actings  and 
doings  in  the  premises  and  under  this  decree,  and  is  authorized  to  make 
like  reports  to  the  other  courts  hereinabove  named. 

The  said  master  in  receiving  the  said  payment  of  said  purchase  money 
and  distributing  to  said  bondholders,  shall  effectually  cancel  the  bonds 
and  coupons  which  shall  come  into  his  possession,  so  as  to  prevent  their 
subsequent  negotiation,  and  shall  deliver  the  same  so  cancelled  to  said 
purchasers  for  safe  keeping. 

The  following  schedule  shows  the  amounts  allowed  by  this  decree,  and 
the  amounts  so  far  as  known  and  ascertained,  reserved  for  future  dis¬ 
tribution,  embraced  in  the  said  sum  of 
to  be  deposited  in  the  Gallatin  National  Bank. 


1.  Cost  bill,  Illinois  Circuit  Court . $ 

2.  Cost  bill,  Ohio  Circuit  Court  . 

3.  Cost  bill,  Indiana  Circuit  Court  . 

4.  Advertising  sale,  Chicago  Inter-Ocean  . 

5.  Advertising  sale,  Cincinnati  News . 

6.  Advertising  sale,  Columbus  Times  . 

7.  Advertising  sale,  Indianapolis  Times  . 

8.  Advertising  sale,  New  York  Evening  Post . 

9.  Advertising  sale,  Philadelphia  Times . 

10.  Allowance  to  master  and  commissioner  . 

11.  Estimate  for  services  of  Henry  W.  Bishop,  master,  ren¬ 

dered  and  to  be  rendered  . 

12.  Right  of  way  claims  pending  or  allowed  as  follows: 

In  Illinois — 

Patrick  Mohan,  allowed  . 

D.  W.  Collins,  allowed  . 

George  W.  Lay,  pending  claimed  . 

Carter  H.  Harrison,  pending,  claimed  . 


297.66 

356.00 

986.57 

316.16 

210.50 

163.70 

175.00 

221.90 

327.80 

10,000.00 

300.00 


2,892.00 

3,445-00 

28,000.00 

30,000.00 


6g6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


In  Indiana — 

Williamson  Wright,  allowed  .  338.00 

Mary  Smith,  pending,  claims  .  500.00 

Joseph  Newman,  pending,  claims  .  585.00 

Nicholas  Sherer,  pending,  claims  .  5,212.00 

Clark  Tannehill,  et  al.,  pending,  claims  .  215.00 

D.  L.  Skinner,  pending,  claims  .  525.00 

Lazarus  Silverman,  pending,  claims  .  1,920.00 

Isaiah  M.  Miller,  pending,  claims  .  1,000.00 

Elizabeth  Mosgrove,  pending,  claims  .  3,000.00 

John  and  Lorena  Hixon,  pending,  claims .  500.00 

James  Sherron  and  fifty  others  named  in  the  master’s 
report  whose  claims  are  united  with  that  of  said 
Sherron  in  his  petition  pending,  total  of  said  fifty- 
one  claims .  30,870.00 


Total  of  all  claims  allowed  or  pending . $122,357.29 


FINAL  DECREE  IN  CONFIRMATION  OF  SALE. 

In  the  Circuit  Court  of  the  United  States,  for  the  district  of  Indiana. 
November  term,  1882.  March  14th,  1883.  Before  the  Honorable  Judges 
Thomas  Drummond  and  Walter  Q.  Gresham.  The  Pittsburgh,  Cincin¬ 
nati  and  St.  Louis  Railway  Company  vs.  Columbus,  Chicago  and  In¬ 
diana  Central  Railway  Company,  et  al. 

Now  come  the  parties  to  this  cause,  and  on  motion  of  George  Hoadly, 
of  counsel,  and  no  one  objecting,  and  it  appearing  to  the  court  that  all 
the  premises,  rights  and  franchises,  in  controversy  in  this  cause,  have 
been  sold  and  conveyed  under  decrees  of  this  court  and  of  the  Circuit 
Courts  of  the  United  States  for  the  northern  district  of  Illinois  and 
southern  district  of  Ohio,  western  division,  to  William  L.  Scott,  Charles 
J.  Osborn  and  John  S.  Kennedy,  it  is  now  ordered  that  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company,  complainant  in  this  cause, 
make  no  further  payments  of  net  earnings  of  said  railway,  under  the 
former  orders  of  this  court,  to  the  said  Roosevelt  and  Fosdick,  but  that 
all  net  earnings  of  said  railway,  in  possession  of  said  railway  company, 
and  all  future  earnings  until  otherwise  ordered,  shall  be  settled  for  and 
accounted  with  and  paid  by  them  to  the  said  William  L.  Scott,  Charles 
J.  Osborn  and  John  S.  Kennedy,  or  their  assigns. 

And  it  further  appearing  to  the  court  that  the  said  Scott,  Osborn  and 
Kennedy  have  given  notice  in  writing  to  the  said  Pittsburgh,  Cincin¬ 
nati  and  St.  Louis  Railway  Company  of  their  intention  and  desire  to 
terminate  the  lease  heretofore  existing  of  the  said  railway,  property, 
rights  and  franchises,  made  by  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company  to  the  said  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company,  which  notice  has  been  received  and  assented 
to  by  said  lessee  company,  and  by  the  Pennsylvania  Railroad  Company, 
guarantor  of  said  lease,  and  thereby  the  said  lease  has  been  avoided  and 
come  to  an  end.  It  is  now  ordered  that  the  said  Pittsburgh,  Cincinnati 


CORPORATE  HISTORY. 


69  7 


and  St.  Louis  Railway  Company,  now  in  possession  of  said  railway, 
rights  and  franchises  under  former  orders  of  this  court,  do  at  the  request 
of  said  purchasers  or  their  assigns,  surrender  the  actual  possession  and 
custody  of  all  and  singular  the  said  railway,  rights  and  franchises  to 
said  purchasers  or  their  assigns  whenever  so  demanded. 

FIRST  MORTGAGE. 

Columbus,  Chicago  and  Indiana  Central  Railway  Company  to  . 

James  A.  Roosevelt  and  William  R.  Fosdick,  Trustees. 

Dated  February  20,  1868. 

Securing  $15,000,000  bonds  of  $1000  each,  dated  February  20,  1868,  payable 
April  1,  1908,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  twentieth  day  of  February,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  sixty-eight,  between  the 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  a  corporation 
of  the  states  of  Ohio,  Indiana  and  Illinois,  the  party  of  the  first  part,  and 
James  A.  Roosevelt  and  William  R.  Fosdick,  trustees  upon  certain 
trusts  hereinafter  specified  and  provided,  the  party  of  the  second  part: 

Whereas,  The  Columbus  and  Indianapolis  Central  Railway  Company, 
a  corporation  of  the  states  of  Ohio  and  Indiana,  lately  of  that  name, 
whose  road  extended  from  Indianapolis,  in  Indiana,  to  the  line  of  the 
state  of  Ohio,  about  four  miles  east  of  Richmond,  a  distance  of  seventy- 
two  and  one-half  miles,  and  thence,  through  Piqua  and  Urbana,  to 
Columbus,  Ohio,  a  further  distance  of  about  one  hundred  and  fourteen 
miles,  and  also  from  Union  City,  at  the  state  line  of  Indiana,  eastward, 
to  said  main  road,  at  the  junction  near  the  county  line  between  the  coun¬ 
ties  of  Miami  and  Darke,  a  distance  of  about  twenty  and  one-half  miles — 
said  railway  being  thus,  altogether,  in  length  about  two  hundred  and 
six  and  one-half  miles,  and  forming  a  continuous  line  of  railway  from 
Columbus,  Ohio,  to  Union  City,  and  to  Richmond,  and  to  Indianapolis, 
Indiana,  without  break  and  of  the  same  gauge;  and  thus  made,  by  the 
consolidation  of  the  Indiana  Central  Railway,  of  Indiana,  and  the  Co¬ 
lumbus  and  Indianapolis  Railway,  of  Ohio,  at  Union  City  aforesaid, 
connected  its  track  with  a  similar  railroad  track  of  the  Union  and  Logans- 
port  Railroad  Company,  a  corporation  duly  formed  and  existing  in  the 
state  of  Indiana,  and  whose  railroad  track  extended  from  Union  City, 
aforesaid,  to  Logansport,  Indiana,  a  distance  of  about  ninety-three  miles, 
and  at  Logansport  connected  and  united  with  the  railroad  track  of  the 
Toledo,  Logansport  and  Burlington  Railway  Company,  a  corporation 
of  the  state  of  Indiana,  duly  existing  and  having  a  railroad  track  extend¬ 
ing  from  Logansport,  westward,  to  the  state  line  of  the  state  of  Illinois, 
a  distance  of  about  sixty-one  and  a  half  miles — thus  forming  a  continuous 
line  of  railway,  connected  and  without  break,  and  over  all  of  which  the 
same  cars  can  be  run  from  Columbus,  Ohio,  through  Union  City  and 
Logansport,  Indiana,  to  the  state  of  Illinois,  a  distance  of  about  two 
hundred  and  fifty-seven  miles; 

And  whereas,  Afterwards,  the  said  Columbus  and  Indianapolis  Central 


698  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Railway  Company,  and  the  said  Union  and  Logansport  Railroad  Com¬ 
pany,  and  the  said  Toledo,  Logansport  and  Burlington  Railway  Company, 
in  the  lawful  exercise  of  their  corporate  powers  under  their  charters,  and 
under  the  laws  of  the  states  of  Ohio  and  Indiana,  in  due  form  of  law, 
consolidated  themselves  together,  and  became  one  single  corporation, 
under  the  name  of  the  Columbus  and  Indiana  Central  Railway  Company, 
and  thereby,  and  by  the  articles  of  consolidation,  assumed  and  became 
liable  for  all  the  debts  existing  against  each  and  all  of  the  original  corpo¬ 
rations  of  which  said  consolidated  corporation  was  composed,  as  by  said 
articles  of  consolidation,  duly  filed  of  record,  will  more  fully  and  at  large 
appear; 

And  whereas,  The  Chicago  and  Great  Eastern  Railway  Company,  a 
railroad  corporation  lawfully  formed  and  existing  in  the  states  of  Indiana 
and  Illinois,  owned,  possessed  and  operated  a  continuous  line  of  railway 
extending  from  Chicago,  in  the  state  of  Illinois,  through  Logansport,  and 
to  Richmond,  Indiana,  and  at  the  last  named  place  connecting  with  the 
railway  of  the  said  Columbus  and  Indiana  Central  Railway  Company 
above  named,  and  thus,  with  said  Columbus  and  Indiana  Central  Railway, 
forming  a  continuous  line  of  railway,  without  break  and  of  the  same 
gauge,  from  the  city  of  Chicago,  in  the  state  of  Illinois,  through  Rich¬ 
mond  aforesaid,  to  Columbus,  in  the  state  of  Ohio,  and  also  to  Indiana¬ 
polis,  in  the  state  of  Indiana; 

And  whereas,  Afterwards,  to  wit,  on  the  12th  day  of  February,  in  the 
year  1868,  the  said  Columbus  and  Indiana  Central  Railway  Company, 
and  the  said  Chicago  and  Great  Eastern  Railway  Company,  in  the  lawful 
exercise  of  their  corporate  powers  under  their  charters  and  the  laws  of 
the  states  of  Ohio,  Indiana  and  Illinois,  consolidated  themselves  together 
and  became  one  single  corporation,  under  the  name  of  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  the  party  hereto  of  the 
first  part; 

And  whereas,  The  said  several  corporations,  thus  composing  and  being 
the  party  of  the  first  part,  have  heretofore,  and  before  such  consolidation, 
become  indebted  by  mortgage  bonds,  respectively  made  and  issued  by 
them,  and  which  indebtedness  was  made  and  still  is  a  lien  on  the  respec¬ 
tive  parts  of  the  road  and  property  so  consolidated  and  united,  in  the 
amounts  following,  to  wit:  The  Columbus  and  Indiana  Central  Railway 
Company,  for  the  sum  of  not  exceeding  $3,200,000,  on  its  road  from 
Indianapolis  to  Columbus,  and  from  Richmond  Junction  to  Union  City, 
being  about  206^  miles;  and  for  the  sum  of  $2,000,000,  on  its  road  from 
Union  City  to  Logansport;  and  for  the  sum  of  $800,000,  on  its  road  from 
Logansport  to  the  Illinois  state  line,  on  the  route  toward  Peoria,  Illinois, 
altogether  amounting  to  the  sum  of  six  millions  of  dollars;  and  the 
Chicago  and  Great  Eastern  Railway  Company,  for  the  sum  of  five  million 
six  hundred  thousand  dollars  ($5,600,000),  being  in  several  liens  on 
different  parts  of  its  road,  as  follows:  $298,000  on  that  part  between  Rich¬ 
mond  and  Newcastle,  and  $1,283,000  on  that  part  between  Richmond 
and  Logansport,  and  $1,820,000  on  that  part  between  Logansport  and  + 
Chicago,  and  $2,199,000  on  the  whole  road  between  Richmond  and 
Chicago  (the  said  last  named  sum  of  $2,199,000  being  a  part  of  an  issue 


CORPORATE  HISTORY. 


699 


of  $5,600,000,  made  to  take  up  and  satisfy  all  of  the  previous  liens  and 
be  issued  in  their  stead,  and  $3,401,000  of  such  issue  being  yet  unex¬ 
changed  and  not  paid  out,  and  having  been,  at  the  consolidation  afore¬ 
said,  delivered  to  the  party  of  the  first  part,  and  now  being  held  by  them 
for  such  exchange  or  other  disposal,  in  their  discretion); 

And  whereas,  At  a  meeting  of  the  board  of  directors  of  the  said  Co¬ 
lumbus,  Chicago  and  Indiana  Central  Railway  Company,  the  party  of 
the  first  part,  held,  pursuant  to  law,  on  the  13th  day  of  February,  in  the 
year  1868,  it  was  determined  that  it  was  expedient  to  reduce  to  single 
forms  and  classes  all  of  the  bonded  debts  aforesaid  of  both  and  all  of  the 
said  corporations  of  which  the  said  company  so  consolidated,  the  party  of 
the  first  part,  was  constituted,  and  for  which  said  party  of  the  first  part 
was,  by  liens  upon  its  property  or  otherwise,  liable;  and  thereupon,  for 
that  purpose,  the  said  board  of  directors  resolved  and  enacted  an  order 
and  resolution  as  follows,  to  wit: 

“  And  it  is  further  ordered  by  the  board,  That,  whereas,  by  the  articles 
of  consolidation  between  the  Chicago  and  Great  Eastern  Railway  Com¬ 
pany,  and  the  Columbus  and  Indiana  Central  Railway  Company,  under 
and  by  virtue  of  which  this  corporation  was  formed,  it  was  agreed  and 
covenanted  that  to  provide  for  the  redemption  and  payment  of  all  the 
first  mortgage  bonds  outstanding  and  owing  by  both  of  said  companies, 
and  for  which  their  respective  railroads  and  properties,  or  any  part 
of  the  same,  were  mortgaged  or  pledged,  and  which  this  company,  by 
reason  of  said  consolidation  or'  otherwise,  is  bound  to  pay,  consolidated 
mortgage  bonds,  to  an  amount  not  exceeding  fifteen  millions  of  dollars, 
should  be  made  and  issued  by  this  company,  and  secured  by  a  mortgage 
of  all  the  property,  rights  and  franchises  of  this  (consolidated)  company. 
That  eleven  millions  five  hundred  thousand  of  the  said  issue  of  bonds 
should  be  used  for  the  redemption  and  payment  of  the  said  eleven  mil¬ 
lions  five  hundred  thousand  dollars  of  the  said  first  mortgage  bonds  of 
the  said  several  companies  first  above  mentioned,  now  outstanding,  on 
such  terms  and  at  such  times  as  might  be  ordered  by  the  board  of  direc¬ 
tors  of  this  company,  but  that  none  of  said  issues  of  consolidated  bonds 
should  be  exchanged  or  paid  for  any  of  said  bonds  so  to  be  redeemed  by 
them,  at  less  than  dollar  for  dollar.” 

“  Therefore,  it  is  resolved,  That  an  issue  of  bonds  to  the  amount  of 
fifteen  millions  of  dollars,  if  so  much  shall  be  necessary,  containing  an 
express  waiver  of  all  recourse  by  the  holder  of  the  same  to  any  individual 
liability  of  the  stockholders  of  this  company,  shall  be  made  by  this  com¬ 
pany,  each  bond  to  be  for  the  sum  of  $1000,  and  to  bear  seven  per  cent, 
per  annum  interest,  payable  semi-annually,  and  the  principal  to  be  pay¬ 
able  on  the  1st  day  of  April,  A.  D.  1908,  and  both  principal  and  interest 
to  be  payable  in  the  city  of  New  York.  That  said  bonds  shall  be  dated  as 
made  on  the  20th  day  of  February,  A.  D.  1868,  and  the  semi-annual  pay¬ 
ments  of  interest  thereon  shall  be  made  payable  on  the  first  days  of 
April  and  October  in  each  year.” 

“  In  case  default  be  made  in  payment  of  any  half-year’s  interest  on  any  of 
said  bonds,  and  the  warrant  for  said  interest  shall  have  been  presented  and 
its  payment  demanded,  and  such  default  shall  have  continued  for  six 


700  PITTSBURGH,  CINCINNATI,  CPIICAG0  AND  ST.  LOUIS  RY.  CO. 


months  after  such  demand,  without  the  consent  of  the  holder  of  said 
coupon  or  bond,  then  and  thereupon  the  principal  of  all  the  said  bonds 
shall  become  immediately  due  and  payable.” 

“  That  a  warrant  for  each  semi-annual  payment  of  interest  shall  be  made 
and  authenticated,  for  and  on  behalf  of  this  company,  by  the  secretary 
of  this  company,  and  annexed  to  each  bond.  That  said  bonds  shall  be 
prepared  by  the  president  of  the  company,  and  signed  by  him,  for  and 
on  behalf  of  this  company,  and  attested  by  the  secretary,  and  shall  have 
annexed  to  them  a  certificate  of  authentication  of  the  trustee  or  trustees 
under  the  mortgage  made  to  secure  them,  and  shall  not  be  issued  or 
obligatory  without  such  certificate.  That  from  and  after  the  1st  day  of 
April,  A.  D.  1870,  and  until  the  maturity  of  said  bonds,  there  shall  be 
annually  created,  paid  and  deposited  with  a  sinking  fund  commissioner  or 
commissioners,  to  be  appointed  by  the  board  of  directors,  and  to  hold 
office  at  the  pleasure  of  the  board,  a  sinking  fund  to  aid  in  the  final 
redemption  of  said  bonds,  of  an  amount  of  money  derived  from  the  net 
earnings  of  said  road  and  property,  equal  to  one-half  of  one  per  cent, 
on  the  whole  amount  of  said  issue  of  bonds  at  the  time  of  any  such 
payment  outstanding.  Said  fund,  and  all  investments  and  accounts 
thereof,  and  its  management,  shall  always  be  under  the  control  of  this 
board,  and  shall  be,  from  time  to  time,  continually  invested  by  the  com¬ 
missioner  or  commissioners  in  the  purchase  of  the  said  bonds,  or  in  such 
first  mortgage  bonds  so  to  be  redeemed,  or  bonds  of  the  government  of 
the  United  States,  or  of  the  states  of  Ohio,  Indiana  or  Illinois,  and  kept 
at  interest,  and  the  interest  on  all  such  investments  collected,  and  added 
to  and  continually  compounded  with  said  fund,  and  the  same  to  be  used 
and  appropriated  eventually  and  solely  to  redeem  and  pay  off  said  issue 
of  bonds  thereby  provided  to  be  made.  No  bond  of  said  issue,  pur¬ 
chased  by  said  fund,  shall  thereby  be  canceled,  but  shall,  with  its  coupons,, 
be  stamped  as  owned  by  said  fund,  and  it  or  its  amount,  if  destroyed, 
shall  remain  a  liability  against  the  company,  and  the  interest  be  paid  to- 
the  fund  as  paid  on  other  bonds,  and  added  to  said  fund,  until  the  whole 
of  said  issue  shall  have  been  absorbed  or  otherwise  paid  off,  when  the 
whole  issue  shall  be  canceled.  Any  bonds  in  said  fund,  at  any  time,  may 
be  destroyed  by  the  company,  but  the  annually  accruing  interest  on  the 
amount  so  destroyed  must  thereafter  be  paid  to  said  fund.  The  bonds 
and  securities  belonging  to  the  sinking  fund  shall  be  kept  in  the  office 
of  the  sinking  fund  commissioner  or  commissioners,  which  shall  be  at 
or  near  the  principal  office  of  said  railway  company.” 

That  for  the  purpose  of  securing  the  final  payment  of  said  issue  of 
$15,000,000  of  consolidated  bonds,  with  all  interest  to  accrue  thereon,  this 
company  will  make  and  deliver  to  James  A.  Roosevelt  and  William  R. 
Fosdick,  as  trustees,  a  mortgage  and  deed  of  trust,  conveying  to  said 
persons,  as  trustees,  for  the  benefit  of  every  holder  of  such  consolidated 
bonds,  or  of  any  of  them,  all  the  road,  property,  rights  and  franchises 
of  this  company,  of  every  kind  and  description  whatever,  except  certain 
rights,  franchises  and  chartered  privileges  held  by  this  company,  derived 
from  the  late  Chicago  and  Great  Eastern  Railway  Company,  to  build,  and 
own,  and  operate  a  railroad  and  its  appurtenances  from  Chicago  to  the 


CORPORATE  HISTORY. 


701 


Mississippi  river,  *in  trust,  to  secure  the  final  payment  of  said  bonds  as 
aforesaid,  with  all  the  rights,  covenants,  powers  and  authority,  in  case 
default  be  made  by  this  company  in  such  payments,  as  in  said  deed  of 
trust  shall  be  specified,  to  foreclose  said  mortgage  and  to  sell  the  property 
so  mortgaged,  or  to  take  possession  of  and  operate  the  same  and  receive 
the  incomes  thereof,  but  not  in  any  case,  before  any  default,  to  disturb 
•or  interfere  with  this  company  in  the  possession,  control  and  manage¬ 
ment  thereof,  or  from  receiving  the  incomes  thereof,  or  from  selling  or 
■exchanging  any  of  the  personal  property,  or  machinery,  or  equipments 
thereof,  or  any  of  the  lands  or  real  estate,  not  necessary  for  the  use  and 
operation  of  the  railway,  as  to  all  of  which  as  will  be  in  said  mortgage 
and  deed  of  trust  specifically  stated,  agreed  upon  and  set  forth.  That  the 
president  of  the  company  is  hereby  authorized  and  fully  empowered  to 
make,  and  sign,  and  execute,  and  seal  with  the  corporate  seal  of  this 
company,  the  said  mortgage  and  deed  of  trust,  and  to  acknowledge  the 
same,  for  and  on  behalf  of  this  company,  for  record;  and  on  the  accept¬ 
ance  of  said  trust  and  signing  the  said  deed  by  the  said  trustees,  to  cause 
the  same  to  be  recorded  according  to  law,  and  thereupon  to  make,  sign, 
execute  and  prepare  said  $15,000,000  of  bonds,  for  issue,  exchange  or  sale, 
as  shall  hereafter  be  ordered  by  this  board.” 

“  It  is  further  ordered,  That  as  soon  as  said  amount  of  $15,000,000  of 
consolidated  bonds  shall  be  ready  for  issuing,  the  amount  of  eleven  mil¬ 
lions  five  hundred  thousand  dollars  ($11,500,000)  thereof  shall  be  delivered 
to  and  deposited  with  a  bond  fund  commissioner  of  this  company  (to  be 
appointed  by  the  board  of  directors,  and  to  hold  office  at  the  pleasure 
of  the  board),  to  be  by  him  safely  kept,  and  used  and  disposed  of  under 
the  orders  of  this  board,  from  time  to  time  made,  solely  to  redeem,  pay 
off  and  take  up  not  less  than  dollar  for  dollar,  and  not  otherwise  at  any 
greater  cost  to  this  company,  any  and  all  of  the  first  mortgage  bonds,  or 
any  other  original  class  of  bonds,  which,  by  the  satisfaction  of  liens 
originally  prior  to  them,  have  now  become  first  mortgage  bonds,  now 
outstanding,  and  existing  liens  on  the  railroad  or  property  of  this  com¬ 
pany,  or  any  part  or  parts  of  it,  and  which  bonds,  at  different  times,  were 
issued  by  the  Indiana  Central  Railway  Company,  or  by  the  Richmond 
and  Newcastle  Railroad  Company,  or  by  the  Cincinnati  and  Chicago 
Air  Line  Railroad  Company,  or  by  the  Columbus  and  Indianapolis 
Central  Railway  Company,  or  by  the  first  (or  old)  Chicago  and  Great 

Eastern  Railway  Company,  or  by  the  late  Chicago  and  Great  Eastern 

Railway  Company,  or  by  the  Toledo,  Logansport  and  Burlington  Rail¬ 
way  Company,  or  by  the  Union  and  Logansport  Railroad  Company, 
all  of  which  bonds  so  to  be  redeemed  amount  to  the  sum  of  eleven 
millions  five  hundred  thousand  dollars.” 

“  That  the  said  bond  fund  commissioner  shall,  whenever  possible,  take 
up  and  redeem  any  of  said  mortgage  bonds  so  to  be  redeemed  by  said 

new  consolidated  bonds,  at  no  greater  cost  to  this  company  than  dollar 

for  dollar,  by  exchanging  the  same;  and  if  any  such  bonds  so  to  be 
redeemed  cannot  be  obtained  by  such  exchange,  but  can  be  purchased 
for  less  money  than  an  equal  amount  of  said  new  consolidated  bonds 
can  be  sold  for,  then  he  may  sell  said  consolidated  bonds,  and  buy  in  and 
cancel  the  bonds  so  intended  to  be  redeemed. 


702  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Said  bond  fund  commissioner  shall,  under  the  orders  of  this  board,, 
have  the  sole  charge,  care,  custody,  sale,  exchange  and  disposal  of  said 
$11,500,000  of  consolidated  bonds,  and  of  the  redemption  therewith  of 
said  first  mortgage  bonds,  and  the  custody  of  the  same  after  redemption, 
and  until  cancellation.  He  shall  keep  all  books,  accounts,  and  registers  of 
said  bonds  of  all  classes,  and  always  open  to  examination  by  the  board 
or  its  committee  of  officers.  He  shall  keep  all  of  said  bonds  and  accounts 
thereof,  and  his  place  of  business,  at  or  near  the  principal  office  of  this 
company.  He  may,  with  the  assent  of  the  board,  appoint  one  or  more 
assistants  to  aid  him  in  performing  his  duty  in  other  places,  if  it  be  found 
necessary.” 

“When  any  of  the  said  several  mortgage  bonds  shall  have  been  obtained 
by  said  commissioner  by  exchanging  a  consolidated  bond  therefor,  such 
redeemed  bond  shall  not  be  canceled  until  all  of  its  class  and  issue  shall 
have  been  redeemed,  by  exchange  or  otherwise;  but  such  bond  shall  be 
filed  in  his  office  and  registered  by  him  as  an  exchanged  bond,  with  the 
name  of  the  owner  who  exchanged  it,  and  the  number  and  the  amount 
of  the  bond  given  by  the  said  commissioner  for  it,  so  that  it  can  be 
recognized.  In  case  suit  for  default  in  the.  payment  of  interest  or 
principal  on  any  of  the  class  of  the  bonds  exchanged  for  said  consoli¬ 
dated  bonds  be  instituted  for  the  foreclosure  and  sale  of  the  railway 
and  property  of  the  company,  the  holder  of  any  of  the  consolidated  bonds 
received  in  exchange  for  any  bond  of  the  class  on  which  said  suit  is 
instituted,  or  foreclosure  and  sale  made,  shall  have  the  privilege  of 
returning  to  the  bond  commissioner  the  consolidated  bonds  received  by 
him,  and  receive  therefor  the  bond  for  which  he  exchanged  the  same, 
equalizing  the  interest;  and  on  such  re-exchange,  said  first  mortgage  bond 
shall  be  and  remain  in  full  force  and  with  its  existing  lien,  and  inure  in 
all  respects  to  the  person  who  exchanged  it,  as  fully  as  if  it  had  never 
been  exchanged.  Whenever  the  whole  of  any  issue  or  class  of  bonds 
shall  have  been  exchanged  for,  or  otherwise  redeemed,  said  commissioner 
shall  cancel  all  of  them,  and  notify  this  board  thereof,  whereupon  it  shall 
cause  the  mortgage  and  trust  securing  the  same  to  be  satisfied  and 
extinguished  on  the  records  ”; 

And  whereas,  The  said  Columbus,  Chicago  and  Indiana  Central  Rail¬ 
way  Company,  party  of  the  first  part,  hath,  in  accordance  with  the  pro¬ 
visions  of  said  order,  made  and  executed  bonds  to  the  amount  of  fifteen 
millions  of  dollars,  of  the  numbers,  form,  denomination  and  character 
prescribed  by  said  order,  and  hold  the  same  to  be  authenticated,  issued, 
used  and  disposed  of,  in  the  manner  and  for  the  purposes,  and  according 
to  the  provisions  and  requisitions  of  the  said  order  and  resolution: 

Now,  therefore,  In  further  pursuance  of  said  resolution  and  order,  and 
to  the  end  and  purpose  of  securing  and  assuring  the  punctual  payment  of 
said  fifteen  million  dollars  of  bonds,  and  every  part  thereof,  which  may  be 
issued  and  paid  out  as  aforesaid,  to  the  persons  who  may  become  the 
holders  of  the  same  or  any  of  them: 

This  indenture  witnesseth,  That  the  said  Columbus,  Chicago  and  Indiana 
Central  Railway  Company,  party  of  the  first  part,  in  consideration  of 
all  and  singular  the  premises,  and  for  the  further  consideration  of  one 


CORPORATE  HISTORY. 


703 


dollar,  to  them  in  hand  paid  by  the  said  party  of  the  second  part,  trustees 
as  aforesaid,  at  and  before  the  ensealing  hereof,  the  payment  of  which  is 
hereby  acknowledged,  doth  hereby  grant,  bargain,  sell,  enfeoff,  release, 
assign  and  convey  unto  the  said  James  A.  Roosevelt  and  William  R. 
Fosdick,  trustees  as  aforesaid,  party  of  the  second  part,  'and  to  their 
successors  and  assigns,  all  and  singular  the  entire  railroad  of  the  party 
of  the  first  part,  lying,  being  and  extending  from  its  terminus,  in  the 
city  of  Chicago,  in  the  state  of  Illinois,  through  the  county  of  Cook,  in 
said  state,  southward,  to  the  state  of  Indiana,  and  through  the  counties 
of  Lake,  Porter,  La  Porte,  Stark,  Pulaski,  Cass,  Howard,  Tipton,  Madi¬ 
son,  Henry  and  Wayne,  in  Indiana,  to  the  city  of  Richmond,  and  thence, 
eastward,  to  the  state  of  Ohio,  and  through  the  counties  of  Preble,  Darke, 
Miami,  Champaign,  Union,  Madison  and  Franklin,  to  the  city  of  Co¬ 
lumbus,  Ohio;  and  also  extending  from  the  city  of  Richmond  aforesaid, 
westward,  through  the  said  counties  of  Wayne,  Henry,  Hancock  and 
Marion,  to  the  city  of  Indianapolis,  in  Indiana;  and  also  extending  from 
the  main  line  aforesaid,  at  a  point  in  Miami  county,  Ohio,  westward, 
through  the  county  of  Darke,  in  Ohio,  to  the  Indiana  state  line,  at  Union 
City,  and  thence,  westward,  through  the  counties  of  Randolph,  Jay, 
Blackford,  Grant,  Miami,  Cass,  White,  Jasper  and  Newton,  in  Indiana, 
to  the  line  of  the  state  of  Illinois,  in  the  direction  toward  Peoria; 
altogether  being  in  length  of  railways  about  five  hundred  and  eighty-six 
and  one-half  miles — about  424^2  miles  thereof  being  in  the  state  of 
Indiana,  about  134L2  miles  thereof  being  in  the  state  of  Ohio,  and  about 
27L2  miles  thereof  being  in  the  state  of  Illinois — with  all  its  franchises, 
equipments,  property,  tolls,  issues  and  profits,  and  all  its  lands,  tene¬ 
ments,  buildings,  fixtures,  machinery,  goods  and  chattels,  connected 
with  or  used  in  the  using  and  operating  of  said  railway,  or  appurtenant 
thereto,  and  all  its  rails,  ties,  fuel,  fencing  and  erections,  and  all  its  rights 
of  way  and  easements,  and  all  cars,  engines  and  tools,  and  all  rents, 
reservations  and  reversions,  of  every  kind  and  nature  whatever,  including 
all  the  property  between  said  terminal  points  which  said  party  of  the 
first  part  now  has  or  owns  and  possesses,  or  may  hereafter  acquire,  either 
in  law  or  equity,  of  every  kind  whatever,  pertinent  thereto. 

Provided,  however,  That  this  grant  and  conveyance  aforesaid,  shall  not 
include  nor  operate  to  transfer  any  land,  goods,  chattels,  property,  ma¬ 
chinery,  equipments,  or  other  matters  which  said  company  now  owns  or 
may  hereafter  acquire,  that  need  not  be  used  for  any  purpose  incident  to 
the  management  or  operation  of  said  railway,  or  the  repair  thereof,  or  in 
the  business  of  said  railway  company,  nor  any  right  of  way,  easement, 
franchises,  power  and  corporate  right  to  build  a  railway  from  Chicago  to 
Galena,  or  to  any  other  place  westward  of  Chicago,  possessed  and 
owned  by  the  party  of  the  first  part,  or  heretofore  granted  to  them,  or 
to  the  Chicago  and  Great  Eastern  Railway  Company,  or  to  any  persons 
or  body  corporate,  of  whom  the  party  of  the  first  part  is  the  successor  or 
assignee;  but  all  of  which  last  mentioned  franchises  and  right  of  way  shall 
be  wholly  excepted  and  exempt  from  these  presents  and  the  grant  and 
conveyance  herein  specified,  nor  shall  these  presents  in  any  way  prohibit 
the  party  of  the  first  part  from  selling  and  conveying,  or  otherwise  dis- 


704  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


posing  of  the  same  and  all  the  proceeds  thereof,  nor  from  receiving, 
using  and  applying  any  money,  as  personal  property  of  said  company, 
to  the  repairs  of  said  road  or  its  appurtenances,  or  to  its  current  expenses, 
or  to  the  purchase  of  necessary  machinery,  or  the  renewal  thereof.  And 
the  board  of  directors  of  said  company  may  likewise  distribute  and  pay 
any  net  annual  incomes  and  profits  to  stockholders,  after  paying  the 
interest  on  the  said  bonds  and  providing  for  any  sinking  fund  required  to 
be  created  and  kept. 

To  have  and  to  hold  the  said  railway,  property,  premises,  interest, 
rights  and  appurtenances,  mentioned  as  aforesaid  and  hereby  conveyed, 
or  intended  so  to  be  by  this  conveyance,  unto  the  said  party  of  the 
second  part,  as  such  trustees  as  aforesaid,  and  to  their  successors  in  said 
trust  or  assigns,  to  and  for  the  only  use,  benefit  and  behoof  of  the  said 
trustees  and  their  cestui  que  trust,  their  successors  and  assigns,  forever, 
but  in  special  trust  and  confidence,  and  upon  the  conditions  following, 
that  is  to  say: 

1.  1  hat  this  conveyance  is  for  and  shall  be,  by  said  party  of  the  second 
part,  their  successors  and  assigns,  held,  used  and  owned  solely  for  the 
benefit  and  protection  and  security  of  the  persons  and  corporations  who 
shall  hold  and  own  the  bonds  about  to  be  issued  as  aforesaid  by  the  party 
of  the  first  part,  and  for  enforcing  the  stipulations  of  said  company  as  to 
said  issue  of  bonds  and  the  disposal  thereof,  and  securing  the  same,  and 
the  final  payment  thereof,  in  their  true  intent  and  meaning,  whether 
contained  in  said  bonds  or  the  interest  warrants  attached  to  them,  or  in 
this  deed. 

2.  That  for  the  better  assuring  and  confirming  the  title  and  power  of 
the  said  party  of  the  second  part,  their  successors  and  assigns,  in  the  said 
premises  and  property  hereby  conveyed,  and  in  and  to  any  premises  and 
property  or  rights  hereafter  accruing  or  to  be  acquired  by  said  party  of 
the  first  part,  appurtenant  to  said  railroad,  which  is  intended  to  pass  or 
to  be  passed  by  this  conveyance,  the  said  party  of  the  first  part,  their 
successors  and  assigns,  will  and  shall,  as  often  as  may  be  lawfully  required 
by  the  party  of  the  second  part,  or  their  successors  or  assigns,  holding 
the  above  granted  trust,  do  such  acts,  and  make  such  other  and  further 
conveyances  and  assurances  in  law  as  such  party  of  the  second  part  shall, 
by  counsel  learned  in  law,  be  advised  are  necessary  for  the  better  carrying 
out  of  the  object  of  the  parties  to  this  mortgage  or  deed  of  trust. 

3-  That  if  said  party  of  the  first  part,  their  successors  or  assigns,  shall 
well  and  truly  pay  to  the  holders  of  said  fifteen  millions  of  bonds  so  to 
be  issued  and  hereby  secured,  the  respective  sums  of  money  and  interest 
due  and  accruing  on  said  bonds,  on  the  days  and  times  therein  men¬ 
tioned,  and  according  to  the  tenor  and  effect  of  said  bonds,  then  and 
thenceforth  this  indenture,  and  all  the  estate  hereby  granted,  shall  become 
and  be  utterly  void  and  of  no  further  effect,  and  the  same  shall  be  by 
such  payments  wholly  annulled  and  satisfied,  without  any  further  receipt 
or  entry  of  satisfaction  of  record  whatever,  but  shall  be,  if  required, 
entered  and  certified  on  any  record  of  the  same  as  so  satisfied,  by  the 
party  of  the  second  part,  or  their  successors. 

4.  That  until  default  shall  have  been  made  by  the  party  of  the  first 


CORPORATE  HISTORY. 


705 


part  in  the  payment  of  principal  or  interest  of  the  said  bonds,  or  some  of 
them,  or  until  default  shall  have  been  made  in  respect  to  something 
herein  required  to  be  done  by  the  said  party  of  the  first  part,  the  said 
party  of  the  first  part  shall  be  suffered  and  permitted  to  possess,  use, 
occupy,  manage  and  operate  the  said  railroad,  property  and  franchises 
and  appurtenances,  and  to  renew,  replace  and  repair  the  same,  and  every 
part  thereof,  and  take,  and  receive  and  use  the  tolls,  rents,  issues,  incomes 
and  profits  thereof,  and  dispose  of  the  same  in  any  manner  not  incon¬ 
sistent  with  this  instrument. 

5.  In  case  default  shall  be  made  in  the  payment  of  any  interest  on  any 
of  the  aforesaid  bonds  issued  or  to  be  issued,  according  to  the  tenor  of 
the  coupons  thereto  annexed,  or  of  the  provisions  hereof;  or  in  case 
default  shall  be  made  in  the  payment  of  the  principal  of  said  bonds,  or 
any  of  them,  when  the  same  shall  become  due,  without  the  consent  of 
the  holder  of  such  bond  on  which  such  default  shall  occur,  the  said  party 
of  the  first  part  hereby  covenants  and  agrees,  to  and  with  the  party  of 
the  second  part,  and  their  successors  and  assigns,  that  within  six  months 
after  such  default  shall  have  occurred,  the  same  default  still  continuing, 
the  said  party  of  the  first  part,  on  demand  of  the  said  trustee  or  trustees 
for  the  time  being,  shall  and  will  surrender  to  him  or  them,  or  to  their 
agent,  the  actual  possession  of  the  herein  granted  and  demised  railway 
and  premises,  together  with  all  the  books,  records,  papers,  accounts  and 
money  of  said  company,  and  all  the  management  and  control  thereof; 
and  that  all  the  expenses  of  taking,  holding,  managing  and  operating 
said  property,  if  possession  shall  be  so  taken,  shall  be  paid  from  the 
incomes  and  profits  thereof;  and  if  said  property  shall,  after  such  taking 
possession  thereof,  be  sold,  then  from  the  sale  thereof;  or  such  expenses’ 
may  be  paid  from  the  sale  of  any  personal  property,  as  the  said  trustees 
may  deem  proper.  And  that  said  party  of  the  second  part,  and  their 
successors,  having  taken  such  possession,  may  manage,  operate  and 
control  said  road  and  property,  and  all  of  its  affairs,  and  appoint  all 
needful  agents  and  employees  for  that  purpose,  and  pay  the  same,  and 
receive  all  the  incomes,  issues  and  profits  thereof,  and  apply  the  same 
to  the  payment  of  the  said  interest  so  in  default,  according  to  the  true 
intent  and  tenor  of  the  said  bonds,  and  the  coupons  annexed,  and  to  the 
terms  of  this  deed,  until  such  default  shall  have  been  satisfied,  if  such 
incomes  and  profits  will  satisfy  the  same,  first  paying  all  expenses  of 
such  possession  and  management,  and  all  taxes,  assessments,  charges  and 
prior  liens  of  said  property,  and  a  just  compensation  for  their  own 
services  as  such  trustees.  But  in  any  and  all  cases  of  such  taking  of 
possession  by  said  party  of  the  second  part,  and  paying  up  any  such 
default,  and  the  expenses  aforesaid,  the  said  party  of  the  second  part  shall 
immediately  thereafter  redeliver  the  said  railway  and  premises,  books, 
records,  and  money  and  accounts,  into  the  possession  of  the  party  of 
the  first  part:  Provided,  that  no  such  demand  for  such  possession  shall 
be  made  by  said  trustee  or  trustees,  until  they  shall  have  been  required 
by  the  holders  of  at  least  the  one-half  of  all  of  the  said  issue  of  bonds 
which  shall  then  be  unpaid  and  outstanding,  to  make  such  demand,  and 
to  take  such  possession  of  said  road  and  property. 

45 


yo6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

6.  That  in  case  default  be  made  as  aforesaid,  and  shall  continue  as 
aforesaid,  it  shall  be  lawful  for  the  party  of  the  second  part,  or  their  suc¬ 
cessors  in  said  trust,  after  entry  as  aforesaid,  or  other  entry,  or  without 
entry,  personally,  or  by  agent  or  attorney,  to  sell  and  dispose  of,  to  the 
highest  bidder,  all  and  singular  the  premises  hereby  conveyed,  or  in¬ 
tended  so  to  be,  as  an  entirety,  at  public  auction,  in  the  city  of  Logans- 
port,  Indiana,  at  such  time  as  said  party  of  the  second  part  may  appoint, 
first  having  demanded  of  the  party  of  the  first  part  full  payment  of  all 
money  then  in  default,  and  also  first  having  given  sixty  days’  notice  of 
such  time  and  place  of  sale,  and  a  full  description  of  the  property  so  to 
be  sold,  by  advertisement  thereof  in  three  newspapers — one  published 
in  the  state  of  Ohio,  one  published  in  the  state  of  Indiana,  and  one 
published  in  the  city  of  .  New  York — and  to  adjourn  said  sale  from  time 
to  time,  in  their  discretion,  and  if  adjourned,  to  make  such  sale  in  manner 
aforesaid,  without  further  notice,  at  the  time  and  place  to  which  it  may 
be  so  adjourned;  and,  upon  such  sale  and  receiving  the  purchase  money 
thereof,  to  convey  the  same,  by  good  and  sufficient  conveyance,  to  the 
purchaser  or  purchasers,  and  such  sale  and  conveyance,  so  made,  shall 
convey  all  the  right,  title,  estate,  interest  and  property  of  the  said  party 
of  the  first  part,  of,  in  and  to  the  said  road,  premises,  franchises  and 
property,  to  the  said  purchaser,  in  fee  simple,  forever,  and  shall  be  a 
perpetual  bar,  both  in  law  and  equity,  against  the  said  party  of  the  first 
part,  and  their  successors  and  assigns,  against  all  and  every  person 
claiming  or  to  claim  said  premises,  or  any  part  thereof,  under  them, 
forever;  and  after  deducting  from  the  proceeds  of  such  sale  the  expenses 
of  the  sale  and  conveyance,  and  all  advances  or  liabilities  which  may 
have  been  made  or  incurred  by  the  party  of  the  second  part  in  operating 
and  controlling  and  maintaining  the  said  railroad  and  property,  and  in 
managing  its  business  and  affairs  while  in  possession,  and  all  payments 
for  taxes,  charges,  assessments,  and  liens  prior  to  the  lien  of  these 
presents,  on  said  premises,  or  any  part  thereof,  as  well  as  reasonable 
compensation  for  their  own  services,  to  apply  the  proceeds  of  such  sale 
to  the  payment  of  the  interest  of  said  fifteen  million  dollars  of  bonds, 
or  so  many  of  them  as  shall  have  been  issued  by  said  party  of  the  first 
part,  and  be  then  outstanding,  pro  rata,  until  all  of  such  interest  shall 
be  paid,  and  afterward  to  apply  the  remainder  to  the  payment  of  the 
principal  of  said  bonds,  pro  rata,  until  such  principal  shall  be  paid,  and 
if  any  surplus  remains  after  paying  all  of  said  matters,  to  pay  such  surplus 
to  the  party  of  the  first  part,  and  such  payments  shall  be  so  made  on 
said  bonds,  whether  the  same  shall  have  become  due  or  not,  at  the  time 
of  such  sale;  provided,  that  said  trustee  or  trustees  may,  in  their  discre¬ 
tion,  sell  the  said  premises  as  an  entirety,  subject  to  any  or  all  mortgage 
liens  on  the  same,  or  any  part  thereof,  which  may  at  the  time  have  priority 
over  the  lien  of  these  presents;  and,  on  doing  so,  shall  make  legal  dis¬ 
tribution  of  the  proceeds  of  such  sale  accordingly. 

It  is  hereby  declared  that  the  receipt  of  said  trustee  or  trustees  making 
any  such  sale  to  the  purchaser  of  the  premises,  for  the  purchase  money, 
shall  be  a  full  and  sufficient  discharge  of  said  purchaser  thereof,  and  that 
said  purchaser  shall  not,  after  said  payment  of  said  purchase  money  and 


CORPORATE  HISTORY. 


707 


obtaining  such  receipt  therefor,  be  liable,  or  in  any  way  bound  to  see 
said  purchase  money  applied  to  this  trust,  or  otherwise,  or  in  any  manner 
answerable  for  its  loss  or  misapplication,  or  obliged  to  inquire  into  the 
authority  for  making  such  sale. 

7.  At  any  sale  of  the  property  aforesaid,  or  any  part  thereof,  made  by 
virtue  of  these  presents  or  by  judicial  authority,  the  said  trustee  or  trustees 
may  bid  for  and  purchase,  or  cause  to  be  purchased,  the  property  so 
sold,  or  any  part  of  it,  in  behalf  of  the  holders  of  said  bonds  secured  by 
this  deed  then  outstanding,  at  a  reasonable  price,  if  only  a  part  be  sold; 
but,  if  the  whole  property  be  sold,  at  a'  price  not  exceeding  the  whole 
amount  of  said  bonds  and  interest  then  outstanding. 

8.  If  default  be  made  by  the  party  of  the  first  part  in  the  payment  of 
any  half-year’s  interest  on  any  of  said  bonds,  and  the  warrant  or  coupon 
for  such  interest  shall  have  been  presented  and  its  payment  demanded, 
and  such  default  shall  have  continued  for  six  months  after  such  demand, 
without  the  consent  of  the  holder  of  such  coupon  or  bond,  then  and 
thereupon  the  principal  of  all  of  the  said  bonds  hereby  secured  shall  be 
and  become  immediately  due  and  payable,  anything  in  such  bonds  to  the 
contrary  notwithstanding;  and  the  said  party  of  the  second  part  may  so 
declare  the  same,  and  notify  the  party  of  the  first  part  thereof,  and,  upon 
the  written  request  of  the  holders  of  a  majority  of  the  said  bonds  then 
outstanding,  shall  proceed  to  collect  both  principal  and  interest  of  all 
such  bonds  outstanding,  by  foreclosure  and  sale  of  said  property  or 
otherwise,  as  herein  provided. 

9.  It  is  hereby  mutually  agreed  by  the  parties  hereto,  that  the  trustees 
shall  be  responsible  only  for  gross  negligence  and  willful  default,  and  that 
they  shall  not  be  bound  to  do  any  act  touching  the  execution  of  the 
trust,  except  at  their  own  option,  which  may  involve  them  in  personal 
expense  or  liability,  unless  first  duly  and  satisfactorily  indemnified  against 
the  same  by  one  or  more  of  said  bondholders.  In  case  of  the  death,  resig¬ 
nation  or  inability  to  act,  of  any  trustee,  the  board  of  directors  may 
appoint  a  successor;  and,  failing  to  so  appoint,  any  court  of  competent 
jurisdiction  in  either  of  said  states  may  appoint  a  trustee  to  fill  such 
vacancy,  on  the  application  of  the  holders  of  one-sixth  part  of  the  bonds 
hereby  intended  to  be  secured  then  outstanding;  and  such  appointment  by 
the  board,  or  by  such  court,  shall  invest  the  trustee  so  appointed  with  all 
the  interest,  estate,  power  and  authority  in  the  premises,  and  subject  him 
or  them  to  the  same  obligations  hereby  given  and  granted  to  the  party 
of  the  second  part  herein. 

And  the  said  party  of  the  first  part  hereby  further  covenants  and  agrees, 
with  the  party  of  the  second  part  and  their  successors,  and  with  the 
holders  of  each  and  all  of  the  said  issue  of  fifteen  millions  of  bonds  which 
may  be  issued,  that  the  said  party  of  the  first  part  will  create  and  make 
a  sinking  fund  for  the  redemption  of  such  bonds,  and  each  of  them,  by 
setting  aside  and  depositing  with  a  sinking  fund  commissioner  or  com¬ 
missioners,  to  be  appointed  by  the  party  of  the  first  part  for  that  purpose, 
from  and  after  the  first  day  of  April,  in  the  year  1870,  and  annually 
thereafter  until  the  maturity  of  said  bonds,  from  the  net  earnings  of  the 
said  road  and  property,  after  the  payment  of  all  the  interest  on  said 


708  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

bonds,  and  also  the  interest  on  all  bonds  having  prior  liens  on  said  prop¬ 
erty,  or  any  part  of  it,  an  amount  of  money  equal  to  the  one-half  of  one 
per  cent,  of  the  principal  amount  of  all  such  bonds  hereby  secured  which 
shall  then  be  outstanding.  Such  sinking  fund  moneys  shall,  from  time 
to  time,  under  the  orders  of  the  party  of  the  first  part,  be  invested  in 
the  purchase  of  the  bonds  so  issued,  or  in  such  first  mortgage  bonds  so 
to  be  redeemed,  or  in  bonds  of  the  Government  of  the  United  States, 
or  of  the  states  of  Ohio,  Indiana  or  Illinois;  and  the  money  accruing 
on  any  or  all  of  such  investments  for  interest,  as  fast  as  the  same  shall 
be  received,  shall  be  added  and  paid  into  said  sinking  fund,  and  com¬ 
pounded  therein  continually,  and  reinvested  in  like  manner  with  the 
other  money  of  said  fund.  That  the  board  of  directors  of  said  railway 
company,  party  of  the  first  part,  shall  have  entire  control  of  the  manage¬ 
ment  of  said  sinking  fund,  and  every  person  in  charge  of  or  connected 
with  the  same,  and  shall,  from  time  to  time,  direct  in  what  bonds  or 
securities  it  shall  be  invested,  and  at  what  prices  or  rates,  and  how  it 
shall  be  kept,  and  the  manner  of  keeping  the  accounts  thereof,  and  shall 
require  ample  security  to  be  given  to  them  by  any  person  in  charge  of 
its  moneys,  or  its  securities,  or  bonds,  for  safe  keeping.  Every  bond 
of  the  said  issue  of  fifteen  millions,  which  may  be  purchased  and  held 
by  said  sinking  fund,  shall,  remain  in  full  force  until  the  whole  of  such 
issue  shall  have  matured,  or  shall  have  been  so  absorbed  or  otherwise 
redeemed  by  said  party  of  the  first  part,  or  until  canceled  as  hereinafter 
provided;  and  the  interest  on  such  bonds  held  by  said  sinking  fund 
shall  be  paid  by  said  railway  company  regularly,  as  the  interest  on  its 
other  similar  bonds  is  paid;  and  such  bonds  so  in  the  sinking  fund  shall, 
as  to  the  annual  amount  of  money  to  be  paid  from  net  earnings  into  said 
fund,  be  regarded  as  outstanding. 

At  the  annual  meeting  of  the  stockholders  in  the  year  1872,  and  at 
each  annual  meeting  thereafter,  all  bonds  of  said  issue,  and  the  coupons 
thereon,  then  being  in  the  sinking  fund,  purchased  by  said  fund  as  afore¬ 
said,  shall  be  withdrawn  from  said  fund  and  canceled,  and  so  certified  by 
the  commissioner  and  treasurer  of  the  company,  and  the  signatures  thereto 
mutilated;  and,  in  place  thereof,  the  treasurer  of  the  company  shall  give 
to  the  commissioner  a  receipt  therefor,  specifying  the  same  and  such 
cancellation,  which  receipt  shall  be  filed  in  the  office  of  said  fund,  and 
shall  semi-annually  draw  and  entitle  said  sinking  fund  to  the  same  amount 
of  interest  as  the  bonds  so  canceled  would  have  done,  and  for  the  same 
purposes. 

And  the  said  party  of  the  first  part  does  hereby  further  covenant,  to 
and  with  the  party  of  the  second  part  and  their  successors,  trustees  as 
aforesaid,  and  to  and  with  every  person  who  shall  be  the  holder  of  any 
one  of  said  issue  of  fifteen  millions  of  dollars  of  bonds,  that  of  the  said 
issue  the  sum  of  eleven  millions  five  hundred  thousand  dollars,  numbered 
from  No.  3,500  to  No.  15,000,  inclusive,  shall  be  set  aside  and  appro¬ 
priated,  and  used  only  in  exchange  for  and  to  satisfy  the  said  outstanding 
first  mortgage  bonds,  which  are  liens  on  said  property  or  some  part 
thereof,  as  hereinbefore  mentioned  and  recited,  and’  which  were,  before 
said  consolidation,  made  and  issued  by  the  several  companies  heretofore 


CORPORATE  HISTORY. 


709 


owning  parts  of  said  railway,  and  to  the  liens  of  which  the  said  several 
parts  of  said  railway  are  still  subject.  That  such  payment  or  exchange 
of  said  eleven  millions  five  hundred  thousand  dollars  of  bonds  shall  be 
made  on  such  terms  and  at  such  times  as  may  be  ordered  by  the  board 
of  directors  of  said  company,  but  that  none  of  said  sum  of  eleven  millions 
five  hundred  thousand  dollars  of  bonds  hereby  secured  shall  be  exchanged 
or  paid  out  for  the  bonds  so  to  be  satisfied  and  redeemed  by  them  as 
aforesaid,  at  less  than  dollar  for  dollar.  That  said  eleven  millions  five 
hundred  thousand  dollars  of  said  issue  of  $15,000,000,  hereby  secured  or 
intended  so  to  be,  shall  not  be  issued,  used,  disposed  of,  or  paid  out  for 
any  other  purposes  or  on  any  other  pretense  or  manner  whatever,  and 
if  they  cannot  be  so  paid  out  or  exchanged,  they  shall  be  destroyed. 
The  said  party  of  the  first  part  may,  nevertheless,  in  order  to  make  such 
redemption  or  exchange  in  any  case,  sell  any  bond  or  bonds  of  said 
amount  for  money,  and  with  the  proceeds  purchase  and  redeem  not  less 
than  an  equal  amount  of  the  bonds  so  to  be  paid  and  redeemed  by  them. 

The  board  of  directors  of  said  company,  party  of  the  first  part,  shall 
appoint  some  suitable  person  to  act  as  bond  fund  commissioner,  who  shall 
have  the  sole  charge  and  custody  of  the  said  $11,500,000  of  said  bonds, 
and  of  the  issuing,  exchanging  and  disposing  of  the  same  in  the  redemp¬ 
tion  of  the  first  mortgage  bonds  they  are  issued  to  redeem.  He  shall  be 
governed  in  all  respects  by  the  orders  of  the  board  and  these  presents,  and 
shall  report  his  action  therein  to  the  board  of  directors  of  said  company 
as  often  as  required. 

When  any  one  of  said  several  first  mortgage  bonds,  so  herein  provided 
to  be  redeemed,  shall  be  so  exchanged  for  and  received  by  said  com¬ 
missioner,  the  same  shall  not  be  canceled  until  all  of  the  class  and  issue 
of  bonds  to  which  it  belongs  shall  have  been  redeemed  by  exchange  or 
otherwise,  but  shall  be  registered  by  him  as  an  exchanged  bond,  with  the 
name  of  the  owner  who  exchanged  it,  and  the  number  and  amount  of  the 
bond  given  in  exchange  for  it,  and  filed  away  and  safely  kept  by  said 
commissioner  for  the  following  purpose,  but  for  no  other  purpose  or  use 
whatever,  to  wit:  In  case  suit  for  default  in  the  payment  of  interest  or 
principal  on  any  of  the  class  of  bonds  exchanged  for  said  consolidated 
bonds,  be  instituted  for  the  foreclosure  and  sale  of  the  railway  and  prop¬ 
erty  of  the  company,  or  in  case  of  the  foreclosure  and  sale  of  the  railway 
and  property  of  the  company,  the  holder  of  any  of  the  consolidated  bonds 
received  in  exchange  for  any  bond  of  the  class  on  which  said  suit  is 
instituted,  or  foreclosure  and  sale  made,  shall  have  the  privilege  of  re¬ 
turning  to  the  bond  commissioner  the  consolidated  bonds  so  received 
by  him,  and  receive  therefor  the  bonds  for  which  he  exchanged  the  same, 
equalizing  the  interest,  and  on  such  re-exchange,  said  first  mortgage  bond 
shall  be  and  remain  in  full  force  and  with  its  existing  lien,  and  inure  in  all 
respects  to  the  person  who  exchanged  it  as  fully  as  if  it  had  never  been 
exchanged. 

Whenever  all  of  the  said  original  mortgage  bonds  of  any  one  issue  or 
class  shall  have  been  exchanged  for  or  redeemed,  said  commissioner  shall 
cancel  and  annul  them  all,  and  notify  said  board  of  directors  thereof,  and 
thereupon  the  said  party  of  the  first  part  shall  cause  such  mortgage  to  be 


710  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


canceled  and  satisfied  on  the  records  thereof.  It  is  understood  and  agreed, 
by  and  between  the  parties  hereto,  that  no  individual  liability  shall 
attach  to  any  stockholders  of  the  party  of  the  first  part,  in  behalf  of  the 
holders  of  any  of  the  bonds  secured  by  this  mortgage  or  deed  of  trust, 
and  that  the  holders  of  said  bonds  rely  solely  on  the  property,  rights 
and  franchises  of  the  party  of  the  first  part  covered  by  this  mortgage, 
and  the  stipulations  and  covenants  of  the  said  party  of  the  first  part, 
herein  contained,  for  the  payment  of  the  principal  and  interest  of  the 
bonds  so  held  by  them. 

In  witness  whereof,  The  said  Columbus,  Chicago  and  Indiana  Central 
Railway  Company,  the  party  of  the  first  part,  has  caused  these  presents 
to  be  executed  and  signed  by  the  president  of  their  company,  and  attested 
by  their  secretary,  in  their  behalf  and  for  the  said  company,  and  has 
caused  the  corporate  seal  of  the  company  to  be  hereto  affixed,  the  day 
and  year  first  above  written,  and  the  parties  of  the  second  part  have 
hereunto  set  their  hands  and  affixed  their  seals,  the  same  day  and  year 
aforesaid. 

The  Columbus,  Chicago  and  Indiana  Central  Railway  Co., 

, —  .a — ^  By  B.  E.  SMITH,  President. 


Attest: 

G.  MOODIE,  Secretary. 


J.  A.  ROOSEVELT,  [seal] 
W.  R.  FOSDICK,  [seal] 
Trustees. 


Executed  in  presence  of 
W.  D.  JUDSON, 

AMOS  TENNEY. 

[The  legal  U.  S.  revenue  stamps  affixed  to  the  bonds.] 


Acknowledged  by  Benj.  E.  Smith,  president,  before  W.  F.  Doggett, 
notary  public,  Franklin  county,  Ohio. 

Acknowledged  by  Roosevelt  and  Fosdick,  trustees,  before  Charles  H. 
Hatch,  notary  public,  city  of  New  York. 

Recorded  March  4,  1868,  at  8p2  o’clock,  A.  M.,  in  Mortgage  Record  No. 
3,  page  375,  Marion  county,  Indiana. 


SECOND  MORTGAGE. 

Columbus,  Chicago  and  Indiana  Central  Railway  Company  to 
Frederick  R.  Fowler  and  Joseph  T.  Thomas,  Trustees. 

Dated  December  15,  1868. 

Securing  $5,000,000  bonds  of  $1000  each,  dated  December  15,  1868,  payable 
February  1,  1909,  bearing  7  per  cent,  interest. 

This  indenture,  made  the  fifteenth  day  of  December,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  sixty-eight,  between  the 
Columbus,  Chicago  and  Indiana  Central  Railway  Company,  a  corpora¬ 
tion  of  the  states  of  Ohio,  Indiana  and  Illinois,  the  party  of  the  first 
part,  and  Frederick  R.  Fowler  and  Joseph  T.  Thomas,  trustees  upon 


CORPORATE  HISTORY. 


7  ii 

certain  trusts  hereinafter  specified  and  provided,  the  party  of  the  second 
part: 

Whereas,  The  party  of  the  first  part,  a  consolidated  corporation,  com¬ 
posed  of  the  Columbus  and  Indiana  Central  Railway  Company,  which 
was  a  consolidated  corporation  formed  of  the  Columbus  and  Indianapolis 
Central  Railway  Company,  the  Union  and  Logansport  Railroad  Company, 
and  the  Toledo,  Logansport  and  Burlington  Railway  Company,  and  the 
Chicago  and  Great  Eastern  Railway  Company,  in  addition  to  fifteen  mil¬ 
lions  of  first  mortgage  bonds,  is  indebted  for  outstanding  bonds  as 
follows,  to  wit: 

Second  mortgage  bonds  of  the  Columbus  and  Indianapolis 

Central  Railway  Company  . $  821,000 

Income  bonds  of  the  Columbus  and  Indiana  Central  Railway 

Company  .  1,243,000 

Chicago  and  Great  Eastern  Railway  Company,  construction  and 

equipment  bonds  .  400,000 


Total  . $2,464,000 

And  was  further  indebted  in  other  liabilities  in  the  estimated  sum  of  two 
millions  and  five  hundred  thousand  dollars.  For  the  payment  of  all  of 
which  the  board  of  directors  of  the  said  Columbus,  Chicago  and  Indiana 
Central  Railway  Company,  the  party  of  the  first  part,  at  their  meeting, 
held  pursuant  to  law,  on  the  25th  day  of  November,  A.  D.  1868,  deter¬ 
mined,  by  resolution  duly  adopted  and  entered  on  the  records  of  the 
company,  to  issue  bonds  of  the  company,  in  the  sum  of  five  millions  of 
dollars,  to  bear  date  on  the  15th  day  of  said  December,  A.  D.  1868 — the 
principal  payable  on  the  1st  day  of  February,  in  the  year  nineteen  hundred 
and  nine — principal  paj^able  in  the  city  of  New  York;  said  bonds  to  bear 
interest  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi-annually, 
having  proper  coupons  attached  thereto,  payable  in  the  city  of  New  York 
— payable  on  the  first  days  of  August  and  February  of  each  year.  All 
which,  with  the  other  conditions  and  stipulations  in  said  bond,  is  fully 
set  forth  in  the  following  copy  of  said  bond: 

“  United  States  of  America.  No.  - .  $1000.  States  of  Ohio, 

Indiana  and  Illinois.  Columbus,  Chicago  and  Indiana  Central  Railway 
Company.  Seven  per  cent,  consolidated  mortgage  and  sinking  fund  bond. 

“  Know  all  men  by  these  presents,  That  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  a  corporation  existing  under  the  laws 
of  the  states  of  Ohio,  Indiana  and  Illinois,  for  value  received,  acknowl¬ 
edges  itself  indebted  to  John  Gardiner,  in  the  sum  of  one  thousand  dol¬ 
lars,  lawful  money  of  the  United  States,  which  it  promises  to  pay,  in  the 
city  of  New  York,  to  him  or  bearer,  on  the  1st  day  of  February,  in  the 
year  one  thousand  nine  hundred  and  nine,  with  interest  at  the  rate  of 
seven  per  centum  per  annum,  payable  semi-annually,  on  the  1st  days  of 
August  and  February  in  each  year,  on  the  delivery  of  the  annexed  interest 
warrants,  in  the  city  of  New  York,  at  such  place  as  may  be  by  said  com¬ 
pany  designated,  by  advertisement,  in  said  city. 

“  This  bond,  with  others  of  like  tenor  and  date,  amounting,  in  the 
aggregate,  to  a  sum  not  exceeding  five  millions  of  dollars,  is  secured  by  a 


712  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


mortgage  on  the  railroad,  franchises,  income,  equipments  and  property  of 
said  company,  duly  made  and  delivered  to  trustees,  whose  names  are 
signed  to  the  certificate  of  authentication  of  this  bond,  for  the  benefit  of 
the  holder  hereof,  dated  the  15th  day  of  December,  onfc  thousand  eight 
hundred  and  sixty-eight,  and  duly  recorded. 

This  bond  is  entitled  to  all  the  benefits  to  be  derived  from  a  sinking 
fund,  to  be  annually  credited  and  invested,  as  provided  for  in  the  deed  of 
trust  or  mortgage  above  referred  to.  And  it  is  agreed,  between  said 
company  and  the  holder  of  this  bond,  that  no  recourse  shall  be  had,  for 
its  payment,  to  the  individual  liability  of  any  stockholder  of  said  com¬ 
pany;  and  that  in  case  of  any  default  in  the  payment  hereof,  the  said 
company  hereby  waives  the  benefit  of  any  extension,  stay  or  appraisement 
laws  now  existing,  or  that  may  hereafter  exist. 

“  This  bond  shall  pass  by  delivery,  or  by  transfer  on  the  books  of  the 
company,  in  the  city  of  New  York.  After  a  registration  of  ownership, 
certified  hereon  by  the  transfer  agent  of  the  company,  no  transfer,  except 
on  the  books  of  the  company,  shall  be  valid,  unless  the  last  transfer  be 
to  bearer,  by  the  register  of  the  company,  which  shall  restore  transfer- 
ability  by  delivery;  but  this  bond  shall  continue  subject  to  successive 
registrations  and  transfers  to  bearer,  as  aforesaid,  at  the  option  of  each 
<*  holder. 

“  This  bond  shall  not  be  valid  or  obligatory  until  it  shall  have  been 
authenticated  by  a  certificate  hereon,  and  duly  signed  by  the  trustees 
under  the  mortgage  aforesaid. 

“  In  witness  whereof,  The  said  company  have  caused  the  foregoing  to 
be  attested  in  its  behalf,  by  its  president  and  secretary,  and  its  corporate 
seal  to  be  affixed  hereto;  and  the  interest  warrants  hereto  annexed,  to  be 
signed  by  its  secretary,  at  the  city  of  Columbus,  in  the  state  of  Ohio,  this 
15th  day  of  December,  1868.  , 

[seal]  “ - ,  President.” 

Now,  therefore,  In  further  pursuance  of  said  resolution,  and  to  the  end 
and  purpose  of  securing  and  assuring  the  punctual  payment  of  said  five 
millions  of  bonds,  and  every  part  thereof,  to  the  persons  who  may  become 
the  holders  of  the  same  or  any  of  them: 

This  indenture  witnesseth,  That  the  said  Columbus,  Chicago  and  Indi¬ 
ana  Central  Railway  Company,  party  of  the  first  part,  in  consideration  of 
all  and  singular  the  premises,  and  for  the  further  consideration  of  one 
dollar,  to  them  in  hand  paid  by  the  said  party  of  the  second  part,  trustees 
as  aforesaid,  at  and  before  the  ensealing  hereof,  the  payment  of  which  is 
hereby  acknowledged,  doth  hereby  grant,  bargain,  sell,  enfeoff,  release, 
assign  and  convey  unto  the  said  Frederick  R.  Fowler  and  Joseph  T. 
Thomas,  trustees  as  aforesaid,  party  of  the  second  part,  and  to  their  suc¬ 
cessors  and  assigns,  all  and  singular  the  entire  railroad  of  the  party  of 
the  first  part,  lying,  being  and  extending  from  its  terminus,  in  the  city 
of  Chicago,  in  the  state  of  Illinois,  through  the  county  of  Cook,  in  said 
state,  southward,  to  the  state  of  Indiana,  and  through  the  counties  of 
Lake,  Porter,  La  Porte,  Stark,  Pulaski,  Cass,  Howard,  Tipton,  Madison, 
Henry  and  Wayne,  in  Indiana,  to  the  city  of  Richmond,  and  thence,  east- 


CORPORATE  HISTORY. 


713 


ward,  to  the  state  of  Ohio,  and  through  the  counties  of  Preble,  Darke, 
Miami,  Champaign,  Union,  Madison  and  Franklin,  to  the  city  of  Colum¬ 
bus,  Ohio;  and  also  extending  from  the  city  of  Richmond  aforesaid,  west¬ 
ward,  through  the  said  counties  of  Wayne,  Henry,  Hancock  and  Marion, 
to  the  city  of  Indianapolis,  in  Indiana;  and  also  extending  from  the  main 
line  aforesaid,  at  a  point  in  Miami  county,  Ohio,  westward,  through  the 
county  of  Darke,  in  Ohio,  to  the  Indiana  state  line,  at  Union  City,  and 
thence,  westward,  through  the  counties  of  Randolph,  Jay,  Blackford, 
Grant,  Miami,  Cass,  White,  Jasper  and  Newton,  in  Indiana,  to  the  line 
of  the  state  of  Illinois,  in  the  direction  towards  Peoria;  altogether  being 
in  length  of  railways  about  five  hundred  and  eighty-six  and  one-half  miles 
— about  424*4  miles  thereof  being  in  the  state  of  Indiana,  about  134*4 
miles  thereof  being  in  the  state  of  Ohio,  and  about  27^4  miles  thereof 
being  in  the  state  of  Illinois — with  all  its  franchises,  equipments,  property, 
tolls,  issues  and  profits,  and  all  its  lands,  tenements,  buildings,  fixtures, 
machinery,  goods,  chattels,  connected  with  or  used  in  the  using  or  operat¬ 
ing  of  said  railway,  or  appurtenant  thereto,  and  all  its  rails,  ties,  fuel, 
fencing  and  erections,  and  all  its  rights  of  way  and  easements,  and  all 
cars,  engines  and  tools,  and  all  rents,  reservations  and  reversions,  of 
every  nature  and  kind  whatever,  including  all  the  property  between  said 
terminal  points  which  said  party  of  the  first  part  now  has,  owns  or  pos¬ 
sesses,  or  may  hereafter  acquire,  either  in  law  or  equity,  of  any  kind 
whatever,  pertinent  thereto;  subject  to  prior  mortgages  of  the  party  of 
the  first  part,  and  of  the  corporations,  or  any  of  them,  composing  said 
Columbus,  Chicago  and  Indiana  Central  Railway  Company  by  consoli¬ 
dation  as  aforesaid,  to  secure  the  payment  of  bonds  issued,  or  to  be 
issued,  by  either  of  said  companies,  in  the  aggregate  amount  of  fifteen 
millions  of  dollars;  provided,  however,  that  this  grant  and  conveyance 
aforesaid,  shall  not  include  nor  operate  to  transfer  any  lands,  goods, 
chattels,  property,  machinery,  equipment,  or  other  matters,  which  said 
company  now  owns,  or  may  hereafter  acquire,  that  need  not  be  used 
for  any  purpose  incident  to  the  management  or  operations  of  said  railway, 
or  the  repairs  thereof,  or  in  the  business  of  said  railway  company,  nor 
any  right  of  way,  easement,  franchises,  power  or  corporate  right  to  build 
a  railway  from  Chicago  to  Galena,  or  to  any  other  place  westward  of 
Chicago,  possessed  or  owned  by  the  party  of  the  first  part,  or  heretofore 
granted  to  them,  or  to  the  Chicago  and  Great  Eastern  Railway  Company, 
or  to  any  persons  or  body  corporate  of  whom  the  party  of  the  first  part  is 
the  successor  or  assignee,  but  all  of  which  last  mentioned  franchises  and 
right  of  way  shall  be  wholly  excepted  and  exempt  from  these  presents 
and  the  grant  and  conveyance  herein  specified;  nor  shall  these  presents 
in  any  way  prohibit  the  party  of  the  first  part  from  selling  and  conveying, 
or  otherwise  disposing  of  the  same  and  all  the  proceeds  thereof;  nor 
from  raising,  using  and  applying  any  money  or  personal  property  of 
said  company  to  the  repairs  of  said  road  or  its  appurtenances,  or  to  its 
current  expenses,  or  to  the  purchase  of  necessary  machinery  or  the 
renewal  thereof;  and  the  board  of  directors  of  said  company  may  like¬ 
wise  distribute  and  pay  any  net  annual  incomes  and  profits  to  the  stock¬ 
holders,  after  paying  the  interest  on  the  said  bonds,  and  providing  for 


714  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


any  sinking  fund  required  to  be  created  and  kept.  To  have  and  to  hold 
the  said  railway,  property,  premises,  interests,  rights  and  appurtenances 
mentioned  as  aforesaid,  and  hereby  conveyed,  or  intended  so  to  be  by 
this  conveyance,  unto  the  said  party  of  the  second  part,  as  such  trustees  as 
aforesaid,  and  to  their  successors  in  said  trust,  or  assigns,  to  and  for  the 
only  use,  benefit  and  behoof  of  the  said  trustees  and  their  cestui  que 
trust,  their  successors  and  assigns,  forever,  but  in  special  trust  and  con¬ 
fidence,  and  upon  the  conditions  following,  that  is  to  say: 

1.  That  this  conveyance  is  for  and  shall  be,  by  the  said  party  of  the 
second  part,  their  successors  and  assigns,  held,  used  and  owned  solely  for 
the  benefit  and  protection  and  security  of  the  persons  and  corporations 
who  shall  hold  and  own  the  bonds  about  to  be  issued  as  aforesaid  by 
the  party  of  the  first  part,  and  for  enforcing  the  stipulations  of  said  com¬ 
pany  as  to  said  issue  of  bonds,  and  the  disposal  thereof,  and  securing  the 
same,  and  the  final  payment  thereof,  in  their  true  intent  and  meaning, 
whether  contained  in  said  bonds  or  the  interest  warrants  attached  to  them, 
or  in  this  deed. 

2.  That  for  the  better  assuring  and  confirming  the  title  and  powers  of 
the  said  party  of  the  second  part,  their  successors  and  assigns,  in  the  said 
premises  and  property  hereby  conveyed,  and  in  and  to  any  premises  and 
property  or  rights  hereafter  accruing,  or  to  be  acquired  by  said  party  of 
the  first  part,  appurtenant  to  said  railroad,  which  is  intended  to  pass  or  to 
be  passed  by  this  conveyance,  the  said  party  of  the  first  part,  their  succes¬ 
sors  and  assigns,  will  and  shall,  as  often  as  may  be  lawfully  required  by 
the  party  of  the  second  part,  or  their  successors  or  assigns,  holding  the 
above  granted  trust,  do  such  acts  and  make  such  other  and  further  con¬ 
veyances  and  assurances  in  law  as  such  party  of  the  second  part  shall, 
by  counsel  learned  in  the  law,  be  advised  are  necessary  for  the  better 
carrying  out  of  the  object  of  the  parties  to  this  mortgage  or  deed  of  trust. 

3.  That  if  the  said  party  of  the  first  part,  their  successors  or  assigns, 
shall  well  and  truly  pay  to  the  holders  of  said  five  millions  of  bonds,  so 
to  be  issued  and  hereby  secured,  the  respective  sums  of  money  and  in¬ 
terest  due  and  accruing  on  said  bonds,  on  the  days  and  times  therein 
mentioned,  and  according  to  the  tenor  and  effect  of  said  bonds,  then  and 
thenceforth  this  indenture,  and  all  the  estate  hereby  granted,  shall  become 
and  be  utterly  void  and  of  no  further  effect;  and  the  same  shall  be,  by 
such  payment,  wholly  annulled  and  satisfied,  without  any  further  receipt  or 
entry  of  satisfaction  of  record  whatever,  but  shall  be,  if  required,  entered 
and  certified  on  any  record  of  the  same  as  so  satisfied  by  the  party  of  the 
second  part,  or  their  successors. 

4.  That  until  default  shall  have  been  made  by  the  party  of  the  first  part 
in  the  payment  of  principal  or  interest  of  the  said  bonds,  or  some  of  them, 
or  until  default  shall  have  been  made  in  respect  to  something  herein 
required  to  be  done  by  the  said  party  of  the  first  part,  the  said  party  of 
the  first  part  shall  be  suffered  and  permitted  to  possess,  use,  occupy, 
manage  and  operate  the  said  railroad,  property,  and  franchises  and 
appurtenances,  and  to  renew,  replace  and  repair  the  same,  and  every 
part  thereof,  and  take  and  receive  and  use  the  tolls,  rents,  issues,  incomes 
and  profits  thereof,  and  dispose  of  the  same  in  any  manner  not  incon¬ 
sistent  with  this  instrument. 


CORPORATE  HISTORY. 


715 


5.  In  case  default  shall  be  made  in  the  payment  of  any  interest  on  any 
of  the  aforesaid  bonds  issued  or  to  be  issued,  according  to  the  tenor  of  the 
coupons  thereto  annexed,  or  the  provisions  hereof;  or  in  case  default 
shall  be  made  in  the  payment  of  the  principal  of  said  bonds,  or  any  of 
them,  when  the  same  shall  become  due,  without  the  consent  of  the  holder 
of  such  bond  on  which  such  default  shall  occur,  the  said  party  of  the 
■first  part  hereby  covenants  and  agrees,  to  and  with  the  party  of  the  second 
part,  and  their  successors  and  assigns,  that  within  six  months  after  such 
default  shall  have  occurred,  the  same  default  still  continuing,  the  said 
party  of  the  first  part,  on  demand  of  the  said  trustee  or  trustees  for  the 
time  being,  shall  and  will  surrender  to  him  or  them,  or  to  their  agent, 
the  actual  possession  of  the  herein  granted  and  demised  railway  and 
premises,  together  with  all  the  books,  records,  papers,  accounts  and 
money  of  said  company,  and  all  management  and  control  thereof;  and  that 
all  the  expenses  of  taking,  holding,  managing  and  operating  said  prop¬ 
erty,  if  possession  be  so  taken,  shall  be  paid  from  the  incomes  and  profits 
thereof;  and  if  said  property  shall,  after  such  taking  possession  thereof, 
be  sold,  then  from  the  sale  thereof,  or  such  expenses  may  be  paid  from 
the  sale  of  any  personal  property,  as  the  said  trustees  may  deem  proper. 
And  that  said  party  of  the  second  part,  and  their  successors,  having  taken 
such  possession,  may  manage,  operate  and  control  said  road  and  property, 
and  all  of  its  affairs,  and  appoint  all  needful  agents  and  employees  for 
that  purpose,  and  pay  the  same,  and  receive  all  the  incomes,  issues  and 
profits  thereof,  and  apply  the  same  to  the  payment  of  the  said  interest 
so  in  default,  according  to  the  true  intent  and  tenor  of  the  said  bonds 
and  the  coupons  annexed,  and  to  the  terms  of  this  deed,  until  such  default 
shall  have  been  satisfied,  if  such  incomes  and  profits  will  satisfy  the  same 
— first  paying  all  expenses  of  such  possession  and  management,  and  all 
taxes,  assessments,  charges  and  prior  liens  on  the  said  property,  and  a 
just  compensation  for  their  own  services  as  such  trustees.  But  in  any 
and  all  cases  of  such  taking  of  possession  by  said  party  of  the  second 
part,  and  paying  up  any  such  default,  and  the  expenses  aforesaid,  the 
said  party  of  the  second  part  shall  immediately  thereafter  redeliver  the 
said  railway  and  premises,  books,  records,  and  money  and  accounts,  into 
the  possession  of  the  party  of  the  first  part;  provided,  that  no  such  de¬ 
mand  for  such  possession  shall  be  made  by  such  trustees  or  trustee  until 
they  shall  have  been  required  by  the  holders  of  at  least  the  one-half  of 
all  of  the  said  issue  of  bonds  which  shall  then  be  unpaid  and  outstanding, 
to  make  such  demand,  and  to  take  such  possession  of  said  road  and 
property. 

6.  That  in  case  default  shall  be  made  as  aforesaid,  and  shall  continue  as 
aforesaid,  it  shall  be  lawful  for  the  party  of  the  second  part,  or  their  suc¬ 
cessors  in  said  trust,  after  entry  as  aforesaid,  or  other  entry,  or  without 
entry,  personally,  or  by  agent  or  attorney,  to  sell  and  dispose  of,  to  the 
highest  bidder,  all  and  singular  the  premises  hereby  conveyed,  or  in¬ 
tended  so  to  be,  as  an  entirety,  at  public  auction,  in  the  city  of  Logans- 
port,  Indiana,  at  such  time  as  said  party  of  the  second  part  may  appoint, 
first  having  demanded  of  the  party  of  the  first  part  full  payment  of  all 
money  then  in  default,  and  also  first  having  given  sixty  days’  notice  of 


yi6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


such  time  and  place  of  sale,  and  a  full  description  of  the  property  so  to 
be  sold,  by  advertisements  thereof  in  three  newspapers— one  published  in 
the  state  of  Ohio,  one  published  in  the  state  of  Indiana,  and  one  pub¬ 
lished  in  the  city  of  New  York — and  to  adjourn  said  sale  from  time  to 
time,  in  their  discretion ;  and  if  adjourned,  to  make  such  sale  in  manner 
aforesaid,  without  further  notice,  at  the  time  and  place  to  which  it  may 
be  so  adjourned;  and  upon  such  sale,  and  receiving  the  purchase  money 
therefor,  to  convey  the  same  by  good  and  sufficient  conveyances  to  the 
purchaser  or  purchasers;  and  such  sale,  and  conveyance  so  made,  shall 
convey  all  the  right,  title,  estate,  interest  and  property  of  the  said’  party 
of  the  hist  pai t,  of,  in  and  to  the  said  road,  premises,  franchises  and 
property  to  the  said  purchaser,  in  fee  simple,  forever,  and  shall  be  a 
perpetual  bar,  both  in  law  and  equity,  against  the  said  party  of  the  first 
part,  and  their  successors  and  assigns,  and  against  all  and  every  person 
claiming  or  to  claim  the  said  premises,  or  any  part  thereof,  under  them, 
fore\  er,  and,  aftei  deducting  from  the  proceeds  of  such  sale  the  expenses 
of  the  sale  and  conveyance,  and  all  advances  or  liabilities  which  may 
have  been  made  or  incurred  by  the  party  of  the  second  part,  in  operating 
and  controlling  and  maintaining  the  said  railroad  and  property,  and  in 
managing  its  business  and  affairs  while  in  possession,  and  all  payments 
for  taxes,  charges,  assessments  and  liens  prior  to  the  lien  of  these  pres-’ 
ents  on  said  premises,  or  any  part  thereof,  as  well  as  reasonable  com¬ 
pensation  for  their  own  services,  to  apply  the  proceeds  of  such  sale  to 
the  payment  of  the  interest  of  said  five  millions  of  dollars  of  bonds,  or 
so  many  of  them  as  shall  have  been  issued  by  said  party  of  the  first  part 
and  be  then  outstanding,  pro  rata,  until  all  such  interest  shall  be  paid, 
and  afterwards  to  apply  the  remainder  to  the  payment  of  the  principal  of 
said  bonds,  pro  rata,  until  such  principal  shall  be  paid;  and  if  any  surplus 
remain,  after  paying  all  of  said  matters,  to  pay  such  surplus  to  the  party 
of  the  first  part;  and  such  payments  shall  be  so  made  on  said  bonds 
whether  the  same  shall  have  become  due  or  not  at  the  time  of  such  sale; 
provided,  that  said  trustee  or  trustees  may,  in  their  discretion,  sell  the  said 
premises  as  an  entirety,  subject  to  any  or  all  mortgage  liens  on  the 
same,  or  any  part  thereof,  which  may  at  the  time  have  priority  over  the 
lien  of  these  presents,  and,  on  doing  so,  shall  make  legal  distribution  of 
the  proceeds  of  such  sale  accordingly. 

It  is  hereby  declared  that  the  receipt  of  said  trustee  or  trustees  making 
any  such  sale  to  the  purchaser  of  the  premises,  for  the  purchase  money, 
shall  be  a  full  and  sufficient  discharge  of  such  purchaser  therefor;  and 
that  said  purchaser  shall  not,  after  payment  of  said  purchase  money  and 
obtaining  such  receipt  therefor,  be  liable  or  in  any  way  bound  to  see  said 
purchase  money  applied  to  this  trust  or  otherwise,  or  in  any  manner 
answerable  for  its  loss  or  misapplication,  or  obliged  to  inquire  into  the 
authority  of  making  such  sale. 

7.  At  any  sale  of  the  property  aforesaid,  or  any  part  thereof,  made  by 
virtue  of  these  presents  or  by  judicial  authority,  the  said  trustee  or 
trustees  may  bid  for  and  purchase,  or  cause  to  be  purchased,  the  property 
so  sold,  or  any  part  of  it,  in  behalf  of  the  holders  of  said  bonds  secured 
by  this  deed  then  outstanding,  at  a  reasonable  price,  if  only  a  part  be 


CORPORATE  HISTORY. 


717 


sold;  blit  if  the  whole  property  be  sold,  at  a  price  not  exceeding  the 
whole  amount  of  said  bonds  and  interest  then  outstanding. 

8.  If  default  be  made  by  the  party  of  the  first  part,  in  payment  of  any 
half-year’s  interest  on  any  of  said  bonds,  and  the  warrant  or  coupon  of 
such  interest  shall  have  been  presented  and  its  payment  demanded,  and 
such  default  shall  have  continued  six  months  after  such  demand,  without 
the  consent  of  the  holder  of  such  coupon  or  bond,  then  and  thereupon  the 
principal  of  all  of  the  said  bonds  hereby  secured  shall  be  and  become  im¬ 
mediately  due  and  payable,  anything  in  such  bonds  to  the  contrary  not¬ 
withstanding;  and  the  said  party  of  the  second  part  may  so  declare  the 
same,  and  notify  the  party  of  the  first  part  thereof,  and,  upon  the  written 
request  of  the  holders  of  a  majority  of  the  said  bonds  then  outstanding, 
shall  proceed  to  collect  both  principal  and  interest  of  all  such  bonds  out¬ 
standing,  by  foreclosure  and  sale  of  said  property,  or  otherwise,  as  herein 
provided. 

9,  It  is  hereby  mutually  agreed  by  the  parties  hereto,  that  the  trustees 
shall  be  responsible  only  for  gross  negligence  and  willful  default,  and 
that  they  shall  not  be  bound  to  do  any  act  touching  the  execution  of  the 
trust,  except  at  their  own  option,  which  may  involve  them  in  personal 
expense  or  liability,  unless  first  duly  and  satisfactorily  indemnified  against 
the  same  by  one  or  more  of  said  bondholders. 

In  case  of  the  death,  resignation  or  inability  to  act  of  any  trustee,  the 
board  of  directors  may  appoint  a  successor;  and,  failing  to  so  appoint, 
any  court  of  competent  jurisdiction  in  either  of  said  states  may  appoint  a 
trustee  to  fill  such  vacancy,  on  the  application  of  the  holders  of  the  one- 
sixth  part  of  the  bonds  hereby  intended  to  be  secured  then  outstanding; 
and  such  appointment  by  the  board,  or  by  such  court,  shall  invest  the 
trustee  so  appointed  with  all  the  interest,  estate,  power  and  authority  in 
the  premises,  and  subject  him  or  them  to  the  same  obligations  hereby 
given  and  granted  to  the  party  of  the  second  part  herein. 

And  the  said  party  of  the  first  part  hereby  further  covenants  and 
agrees  with  the  party  of  the  second  part  and  their  successors,  .and  with 
the  holders  of  each  and  all  of  the  said  issue  of  five  millions  of  bonds 
which  may  be  issued,  that  the  said  party  of  the  first  part  will  create  and 
make  a  sinking  fund  for  the  redemption  of  such  bonds,  and  each  of  them, 
by  setting  aside  and  depositing  with  a  sinking  fund  commissioner  or 
commissioners,  to  be  appointed  by  the  party  of  the  first  part  for  that 
purpose,  from  and  after  the  first  day  of  February,  in  the  year  1871,  and 
annually  thereafter,  until  the  maturity  of  said  bonds,  from  the  net  earn¬ 
ings  of  the  said  road  and  property,  after  the  payment  of  all  the  interest  on 
said  bonds,  and  also  the  interest  on  all  bonds  having  prior  liens  on  said 
property,  or  any  part  of  it,  an  amount  of  money  equal  to  the  one-half  of 
one  per  cent,  of  the  principal  amount  of  all  such  bonds  hereby  secured 
which  shall  then  be  outstanding.  Such  sinking  fund  moneys  shall,  from 
time  to  time,  under  the  orders  of  the  party  of  the  first  part,  be  invested 
in  the  purchase  of  the  bonds  so  issued,  or  in  the  first  mortgage  bonds 
of  the  party  of  the  first  part,  or  any  of  the  companies  forming  the  said 
Columbus,  Chicago  and  Indiana  Central  Railway  Company  by  consolida¬ 
tion  as  aforesaid,  or  in  bonds  of  the  Government  of  the  United  States, 


718  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

or  of  the  states  of  Ohio,  Indiana  or  Illinois;  and  the  money  accruing  on 
any  and  all  of  such  investments  for  interest,  as  fast  as  the  same  shall  be 
received,  shall  be  added  and  paid  into  said  sinking  fund,  and  compounded 
therein  continually,  and  reinvested  in  like  manner  with  the  other  money 
of  said  fund. 

That  the  board  of  directors  of  said  railway  company,  party  of  the 
first  part,  shall  have  entire  control  over  the  management  of  said  sinking 
fund,  and  every  person  in  charge  of  or  connected  with  the  same,  and 
shall,  from  time  to  time,  direct  in  what  bonds  or  securities  it  shall  be 
invested,  and  at  what  prices  or  rates,  and  how  it  shall  be  kept,  and  the 
manner  of  keeping  the  accounts  thereof;  and  shall  require  ample  security 
to  be  given  to  them  by  any  person  or  corporation  in  charge  of  its  moneys, 
or  its  securities  or  bonds,  for  its  safe  keeping.  Every  bond  of  the  said 
issue  of  five  millions,  which  may  be  purchased  and  held  by  said  sinking 
fund,  shall  remain  in  full  force  until  the  whole  of  such  issue  shall  have 
matured,  or  shall  have  been  so  absorbed,  or  otherwise  redeemed  by  said 
party  of  the  first  part,  or  until  canceled,  as  hereinafter  provided;  and  the 
interest  on  such  bonds,  held  by  said  sinking  fund,  shall  be  paid  by  said 
railway  company  regularly,  as  the  interest  on  its  other  similar  bonds  is 
paid;  and  such  bonds  so  in  the  sinking  fund  shall,  as  to  the  annual  amount 
of  money  to  be  paid  from  net  earnings  into  said  fund,  be  regarded  as 
outstanding. 

At  the  annual  meeting  of  the  stockholders  in  the  year  1872,  and  at  each 
annual  meeting  thereafter,  all  bonds  of  said  issue,  and  the  coupons 
thereon,  then  being  in  the  sinking  fund,  purchased  by  said  fund  as  afore¬ 
said,  shall  be  withdrawn  from  said  fund  and  canceled,  and  so  certified 
by  the  commissioner  and  treasurer  of  the  company,  and  the  signatures 
thereto  mutilated;  and  in  place  thereof,  the  treasurer  of  the  company 
shall  give  to  the  commissioner  a  receipt  therefor,  specifying  the  same 
and  such  cancellation,  which  receipt  shall  be  filed  in  the  office  of  said  fund,, 
and  shall,  semi-annually,  draw  and  entitle  said  sinking  fund  to  the  same 
amount  of  interest  as  the  bonds  so  canceled  would  have  done,  and  for 
the  same  purposes. 

And  the  said  party  of  the  first  part  does  hereby  further  covenant,  to 
and  with  the  party  of  the  second  part,  and  their  successors,  trustees  as 
aforesaid,  and  to  and  with  every  person  who  shall  be  the  holder  of  any 
one  of  said  issue  of  five  millions  of  dollars  of  bonds,  that  of  the  said  issue 
the  sum  of  two  millions  five  hundred  thousand  dollars,  numbered  from 
No.  2501  to  No.  5°°0>  inclusive,  shall  be  set  aside,  and  appropriated  and 
used  only  in  exchange  for  and  to  satisfy  the  two  millions  four  hundred 
and  sixty-four  thousand  dollars  of  bonds,  as  hereinbefore  mentioned  and 
recited,  and  which  were,  before  said  consolidation  of  the  said  party  of 
the  first  part,  made  and  issued  by  the  several  companies  heretofore 
owning  parts  of  said  railway. 

That  such  payment  or  exchange  of  said  two  millions  five  hundred  thou¬ 
sand  dollars  of  bonds  shall  be  made  on  such  terms  and  at  such  times  as- 
may  be  ordered  by  the  board  of  directors  of  said  company;  but  that  none 
of  said  sum  of  two  millions  five  hundred  thousand  dollars  of  bonds, 
hereby  secured,  shall  be  exchanged  or  paid  out  for  the  bonds  so  to  be 


I 


CORPORATE  HISTORY.  719 

satisfied  and  redeemed  by  them  as  aforesaid,  at  less  than  dollar  for  dollar; 
that  said  two  millions  five  hundred  thousand  dollars  of  said  issue  of 
$5,000,000,  hereby  secured  or  intended  so  to  be,  shall  not  be  issued,  used 
or  disposed  of,  or  paid  out  for  any  other  purpose,  or  on  any  other  pretense 
or  manner  whatever,  and  if  they  cannot  be  so  paid  out  or  exchanged,  they 
shall  be  destroyed. 

The  said  party  of  the  first  part  may,  nevertheless,  in  order  to  make 
such  redemption  or  exchange  in  any  case,  sell  any  bond  or  bonds  of  said 
amount  for  money,  and  with  the  proceeds  purchase  and  redeem  not  less 
than  an  equal  amount  of  the  bonds  so  to  be  paid  and  redeemed  by  them. 

The  board  of  directors  of  said  company,  party  of-  the  first  part,  shall 
appoint  some  suitable  person,  or  corporation,  to  act  as  bond  fund  com¬ 
missioner,  who  shall  have  the  sole  charge  and  custody  of  the  said  $2,- 
500,000  of  said  bonds,  and  of  the  issuing,  exchanging  and  disposing  of 
the  same  in  the  redemption  of  the  bonds  they  are  issued  to  redeem.  The 
bond  fund  commissioner  shall  be  governed  in  all  respects  by  the  orders 
of  the  board  and  these  presents,  and  shall  report  his  or  its  action  therein 
to  the  board  of  directors  of  said  company  as  often  as  required.  When  any 
one  of  said  several  bonds,  so  herein  provided  to  be  redeemed,  shall  be  so 
exchanged  for,  and  received  by  said  commissioner,  the  same  shall  not  be 
canceled,  unless  the  same  be  not  secured  by  mortgage,  until  all  of  the 
class  and  issue  of  bonds  to  which  it  belongs  shall  have  been  redeemed  by 
exchange  or  otherwise;  but  shall  be  registered  by  him  as  an  exchanged 
bond,  with  the  name  of  the  owner  who  exchanged  it,  and  the  number  and 
amount  of  the  bond  given  in  exchange  for  it,  and  filed  away  and  safely 
kept  by  said  commissioner  for  the  following  purpose,  but  for  no  other 
purpose  or  use  whatever,  to  wit:  In  case  suit  for  default  in  the  payment 
of  interest  or  principal  on  any  of  the  class  of  bonds  exchanged  for  the 
bonds  secured  by  this  mortgage,  be  instituted  for  the  foreclosure  and 
sale  of  the  railway  and  property  of  the  company,  or  in  case  of  the  fore¬ 
closure  and  sale  of  the  railway  and  property  of  the  company,  the  holders 
of  any  of  the  bonds  received  in  exchange  for  any  bond  of  the  class  on 
which  said  suit  is  instituted,  or  foreclosure  and  sale  made,  shall  have  the 
privilege  of  returning  to  the  bond  commissioner  the  bond  so  received 
-  by  him,  and  receive  therefor  the  bonds  for  which  he  exchanged  the  same, 
equalizing  the  interest;  and  on  such  re-exchange,  the  bond  so  returned 
by  said  bond  fund  commissioner,  shall  be  and  remain  in  full  force,  and 
with  any  existing  lien  it  may  have,  and  inure  in  all  respects  to  the  person 
who  exchanged  it,  as  fully  as  if  it  had  never  been  exchanged.  Whenever 
all  of  the  said  bonds  of  any  one  issue  or  class  shall  have  been  exchanged 
for  or  redeemed,  said  commissioner  shall  cancel  and  annul  them  all,  and 
notify  said  board  of  directors  thereof,  and  thereupon  the  said  party  of 
the  first  part  shall  cause  the  mortgage  securing  the  issue  or  class  of  bonds 
so  wholly  exchanged  for  or  redeemed,  to  be  canceled  and  satisfied  on  the 
records  thereof.  All  of  said  bonds  unsecured  by  mortgage  shall  be  can¬ 
celed  by  the  bond  fund  commissioner  when  the  same  shall  be  exchanged 
for  or  redeemed.  It  is  understood  and  agreed,  by  and  between  the  par¬ 
ties  hereto,  that  no  individual  liability  shall  attach  to  any  stockholders 
of  the  party  of  the  first  part  in  behalf  of  the  holders  of  any  of  the  bonds 


720  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


secured  by  this  mortgage  or  deed  of  trust,  and  that  the  holders  of  said 
bonds  rely  solely  on  the  property,  right  and  franchises  of  the  party  of  the 
first  part  covered  by  this  mortgage,  and  the  stipulations  and  covenants  of 
the  said  party  of  the  first  part  herein  contained,  for  the  payment  of  the 
principal  and  interest  of  the  bonds  so  held  by  them. 

In  witness  whereof,  The  said  Columbus,  Chicago  and  Indiana  Central 
Railway  Company,  the  party  of  the  first  part,  has  caused  these  presents  to 
be  executed  and  signed  by  the  president  of  their  company,  and  attested 
by  their  secretary,  in  their  behalf  and  for  the  said  company,  and  has 
caused  the  corporate  seal  of  the  said  company  to  be  hereto  affixed,  the 
day  and  year  first  above  written;  and  the  parties  of  the  second  part  have 
hereunto  set  their  hands  and  affixed  their  seals,  the  same  day  and  year 
aforesaid. 

The  Columbus,  Chicago  and  Indiana  Central  Railway  Co., 

By  B.  E.  SMITH,  President. 

Attest: 

G.  MOODIE,  Secretary. 

F.  R.  FOWLER,  [seal] 

J.  T.  THOMAS,  [seal] 
Trustees. 


Executed  in  presence  of 
AMOS  TENNEY, 

EDWARD  G.  JUDSON. 

[The  legal  U.  S.  revenue  stamps  affixed  to  the  bonds.] 


Acknowledged  by  Benj.  E.  Smith,  president,  before  Francis  Collins, 
notary  public,  Franklin  county,  Ohio,  December  15,  1868. 

Acknowledged  by  Frederick  R.  Fowler  and  Joseph  T.  Thomas,  trustees, 
before  William  Girod,  notary  public,  city  and  county  of  N ew  York,  N.  Y., 
January  5,  1869. 

Recorded,  Franklin  county,  Ohio,  January  19,  1869,  mortgage  book 
30,  page  609,  and  in  other  counties  along  the  line  in  January,  1869. 


MORTGAGE. 

Columbus,  Chicago  and  Indiana  Central  Railway  Company  to 
Archibald  Parkhurst  and  John  B.  Thompson,  Trustees. 

Dated  April  28,  1870. 

Securing  $10,000,000  convertible  bonds  of  $1000  each,  dated  February  1, 
1870,  payable  February  1,  1890,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  twenty-eighth  day  of  April,  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  seventy,  between  the  Colum¬ 
bus,  Chicago  and  Indiana  Central  Railway  Company,  a  corporation  of 
the  states  of  Ohio,  Indiana  and  Illinois,  the  party  of  the  first  part,  and 
Archibald  Parkhurst  and  John  B.  Thompson,  trustees  upon  certain  trusts 
hereinafter  specified  and  provided,  the  party  of  the  second  part,  witnesseth: 

Whereas,  At  a  meeting  of  the  board  of  directors  of  the  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  duly  held  on  the  twenty- 


CORPORATE  HISTORY. 


721 


eighth  day  of  April,  A.  D.  1870,  the  said  board  adopted  the  following 
resolutions: 

Resolution  1.  That  there  be  issued  convertible  bonds  of  this  company 
to  an  amount  not  exceeding  ten  millions  of  dollars,  if  so  much  shall  be 
necessary,  for  the  purposes  hereinafter  mentioned,  in  sums  of  one  thou¬ 
sand  dollars  each,  signed  by  the  president  and  secretary,  and  authenti¬ 
cated,  when  issued,  by  the  certificate  of  trustees,  numbered  consecutively, 
bearing  date  the  first  day  of  February,  A.  D.  1870,  payable  to  J.  Edgar 
Thomson,  or  bearer,  in  the  city  of  New  York,  at  the  pleasure  of  the 
company,  after  the  first  day  of  February,  in  the  year  one  thousand  eight 
hundred  and  ninety,  with  interest  at  the  rate  of  seven  per  cent,  per 
annum  from  the  first  day  of  February,  1870,  to  be  paid  at  the  agency  of 
.the  company,  in  the  city  of  New  York,  semi-annually,  from  the  interest 
fund  derived  from  the  earnings  and  revenues  of  the  railway  of  the  com¬ 
pany,  as  hereinafter  limited  and  provided. 

Resolution  2.  The  holders  of  any  of  the  bonds  so  issued  shall  be 
entitled,  at  any  time  within  fifteen  years  from  the  said  date  of  the  same, 
to  convert  any  of  them  into  preferred  capital  stock  of  the  company,  at  its 
par  value,  bearing  a  dividend  of  seven  per  cent,  out  of  said  interest  fund, 
as  hereinafter  limited  and  provided,  and  prior  to  the  payment  of  any 
dividend  on  the  common  stock  of  the  company.  Such  provisions  shall 
be  made  in  said  bonds  as  to  their  transfer  and  registration  as  the  president 
of  the  company  may  deem  proper  to  incorporate  into  said  bonds. 

The  person  appearing  on  the  register  of  the  company  as  the  holder  of 
any  bond  at  the  time  of  any  meeting  of  the  stockholders  of  the  company, 
shall  be  entitled  to  vote,  either  by  person  or  proxy,  at  such  meeting,  for 
every  one  hundred  dollars  of  the  par  amount  thereof. 

The  said  bonds  shall  contain  an  express  waiver  of  all  recourse  by  the 
holders  of  the  same  to  any  individual  liability  of  the  stockholders  of  this 
company. 

Resolution  3.  The  interest  fund,  and  the  amount  thereof  which  may  be 
applied  to  the  payment  of  the  seven  per  cent,  interest  on  the  said  conver¬ 
tible  bonds,  and  the  seven  per  cent,  dividend  on  the  preferred  stock 
created  by  the  conversion  of  said  bonds  into  such  stock,  shall  be  ascer¬ 
tained  annually,  and  applied  as  follows: 

1.  From  the  gross  and  entire  revenue  and  income  of  the  railroad  and 
its  appurtenances  owned  by  the  company  there  shall,  during  each  year, 
commencing  on  the  first  day  of  February,  of  the  year  one  thousand  eight 
hundred  and  seventy,  be  deducted  all  taxes  and  assessments  of  every  kind 
on  the  said  railroad,  its  appendages  and  business;  also  all  pro  rata 
bridge  tolls,  all  drawbacks  allowed  on  freight  traffic,  and  terminal  ex¬ 
penses  allowed  to  other  railroad  corporations  on  through  business  be¬ 
tween  the  east  and  the  west,  and  all  amounts  paid  to  the  Chicago  and 
Northwestern  Railroad  Company  per  passenger  and  per  hundred  on 
freight  for  the  use  of  their  road,  until  the  railroad  of  this  company  is 
completed  to  its  terminus  in  Chicago. 

2.  After  making  the  deductions  aforesaid  from  said  entire  gross  earn¬ 
ings  and  revenues,  thirty  per  cent,  of  the  remaining  balance  shall  each 
year  be  applied  as  follows,  and  in  the  order  following: 

46 


722  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


First.  To  pay  the  interest  on  fifteen  millions  of  bonds,  being  the  in¬ 
terest  on  bonds  of  the  Columbus,  Chicago  and  Indiana  Central  Railway 
Company,  and  on  the  bonds  which  they  are  to  represent  and  be  exchanged 
for,  as  provided  in  the  mortgage  deed  of  said  company,  dated  February 
20,  1868,  reference  being  thereto  had.  To  pay  also  the  interest  on  eight 
hundred  and  twenty-one  thousand  dollars  of  outstanding  second  mort¬ 
gage  bonds  of  the  Columbus  and  Indianapolis  Central  Railway  Company, 
dated  November  1,  1864. 

Second.  To  pay  the  salaries  and  other  expenses  of  keeping  up  and 
incident  to  the  corporate  organization,  not  exceeding,  however,  twenty 
thousand  dollars. 

Third.  To  pay  out  of  said  thirty  per  cent,  so  much  thereof  as  may  be 
net  earnings,  and  required  by  the  provisions  of  said  mortgages  to  be  so 
applied  to  the  sinking  fund. 

Fourth.  The  balance  and  residue  of  said  thirty  per  cent,  shall  be 
deemed  and  taken  to  be  the  interest  fund,  for  the  payment  of  the  interest 
on  the  then  outstanding  convertible  bonds,  hereby  authorized  to  be  issued, 
and  on  the  preferred  stock  created  by  the  conversion  of  said  bonds  into 
preferred  stock. 

Provided,  That  so  much  of  said  interest  fund,  as  in  the  opinion  of  this 
company  may  be  necessary  for  that  purpose,  may,  from  time  to  time,  be 
used  in  adjusting  the  present  outstanding  bonds  of  the  company,  and  the 
companies  merged  in  this  company  by  consolidation,  so  as  to  make  the 
bonded  debt  of  this  company  conform  to  the  agreement  by  which  said 
bonded  debt  is  to  be  reduced  to  fifteen  millions  eight  hundred  and  twenty- 
one  thousand  dollars,  as  provided  in  the  first  item  of  the  fourth  resolution 
of  this  board,  hereinafter  set  forth. 

3.  Whenever,  in  any  year,  the  said  interest  fund  exceeds  the  interest  on 
the  then  outstanding  convertible  bonds,  and  the  seven  per  cent,  dividends 
on  the  said  preferred  stock,  and  the  said  interest  and  dividends  previously 
accruing  on  the  same  have  been  fully  paid,  the  balance  of  said  interest  fund 
of  such  years  shall  be  applied  to  the  sinking  fund  required  by  said  prior 
mortgages,  or  such  other  purpose  as  the  company  may  legitimately 
direct;  and  such  preferred  stock  shall  not  be  entitled  to  a  dividend,  in  any 
year,  beyond  said  seven  per  cent. 

4.  Whenever,  in  any  year,  said  interest  fund  is  not  sufficient  to  pay  in 
full  the  interest  and  dividends  aforesaid,  on  said  outstanding  convertible 
bonds  and  said  preferred  stock,  the  said  interest  fund  shall  be  apportioned 
ratably  on  all  of  said  bonds  and  stock,  and  the  balance  of  said  interest 
and  dividends  unpaid,  shall  stand  as  a  charge  upon,  and  to  be  paid  with¬ 
out  interest  out  of  any  interest  fund  accruing  in  any  subsequent  year. 

Resolution  4.  The  said  convertible  bonds  shall,  under  the  direction  of 
the  board  of  directors  of  the  company,  be  negotiated  for  the  purposes 
following:  First.  To  take  up,  retire  and  cancel  so  much  of  all  the  bond 
indebtedness  now  existing  prior  in  date  to  these  presents  against  the 
company  (made  by  it  or  made  by  any  company  merged  in  this  company 
by  consolidation),  as  that  the  said  bond  indebtedness  shall  be  reduced  to 
fifteen  millions  eight  hundred  and  twenty-one  thousand  dollars,  leaving 
outstanding  of  the  present  existing  bonded  debt  the  fifteen  millions  first 


CORPORATE  HISTORY. 


723 

mortgage  bonds  of  this  company,  and  eight  hundred  and  twenty-one 
thousand  dollars  of  the  second  mortgage  bonds  of  the  Columbus  and 
Indianapolis  Central  Railway  Company.  Second.  To  fund  and  pay  all 
other  existing  indebtedness  of  the  company,  and  also  issue  so  many  of 
said  convertible  bonds  as  may  be  further  required  by,  and  in  performance 
of  the  terms  of,  an  agreement  between  the  company  and  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company,  and  the  Pennsylvania  Rail¬ 
road  Company,  dated  February  1,  1870. 

Resolution  5.  That  a  deed  of  conveyance  be  prepared  and  signed  by 
the  president  of  this  company,  sealed  with  its  seal  and  attested  by  the 
secretary,  and  acknowledged  and  delivered  in  the  name  and  behalf  of  this 
company,  conveying  to  Archibald  Parkhurst  and  John  B.  Thompson,  as 
trustees,  the  road  of  this  company,  and  its  appurtenances  and  appendages, 
and  all  its  property,  now  owned  or  hereafter  acquired,  with  its  franchises 
and  income,  to  secure  the  faithful  application  of  the  said  interest  fund,  as 
hereinbefore  described,  to  the  purposes  above  mentioned,  and  in  such 
form  and  with  such  provisions  as  the  president  of  the  company,  by  exe¬ 
cuting  the  said  deed,  shall  approve. 

And  whereas,  The  party  of  the  first  part  hath  made  and  executed  the 
said  convertible  bonds  for  ten  millions  of  dollars,  of  the  numbers,  form, 
denomination  and  character  prescribed  in  said  resolutions  of  the  board  of 
directors  of  said  company,  and  which  issue  of  convertible  bonds  and  the 
execution  of  these  presents  has  been  approved  by  the  stockholders  of 
said  company: 

Now,  therefore,  In  further  pursuance  of  said  resolutions,  and  to  the  end 
and  purpose  of  assuring  the  application  of  the  above  described  interest 
fund  to  the  interest  and  dividends  above  mentioned,  to  the  extent  and  in 
the  manner  above  specified: 

This  indenture  witnesseth,  That  the  party  of  the  first  part,  in  considera¬ 
tion  of  the  premises,  and  for  the  further  consideration  'of  one  dollar,  to  it 
in  hand  paid,  the  receipt  whereof  is  hereby  acknowledged,  doth  hereby 
grant,  bargain,  sell  and  convey  to  the  said  party  of  the  second  part,  as 
joint  tenants  and  not  as  tenants  in  common,  and  to  the  heirs  and  assigns 
of  the  survivor,  all  the  right,  title  and  interest  of  the  said  party  of  the 
first  part  in  and  to  the  entire  railroad  of  the  party  of  the  first  part,  lying, 
being  and  extending  from  its  terminus,  in  the  city  of  Chicago,  in  the  state 
of  Illinois,  southward  to  the  state  of  Indiana,  and  thence  to  the  city  of 
Richmond,  in  the  state  of  Indiana,  and  thence,  eastward,  to  the  city  of 
Columbus;  and  also  extending  from  said  city  of  Richmond,  westward,  to 
the  city  of  Indianapolis,  in  the  same  state,  and  also  extending  from  the 
main  line  aforesaid,  at  a  point  in  Miami  county,  Ohio,  westward,  to  the 
Indiana  state  line,  at  Union  City,  and  thence,  westward,  to  the  line  of  the 
state  of  Illinois,  in  the  direction  toward  Peoria  (being  the  line  of  railroad 
commonly  called  the  Columbus,  Chicago  and  Indiana  Central  Railway), 
together  with  all  the  lands,  tenements,  hereditaments,  fixtures,  buildings, 
cars,  engines,  tools  and  machinery,  goods  and  chattels,  rents,  income, 
tolls,  issues  and  profits  from  every  source  whatsoever,  franchises,  privi¬ 
leges,  interest  and  estate,  of  the  first  party,  appertaining  thereto,  including 
all  the  property  which  the  party  of  the  first  part  now  possesses  and  owns, 
or  may  hereafter  acquire. 


724  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Provided,  however,  That  the  grant  and  conveyance  aforesaid  shall  not 
include,  nor  operate  to  transfer,  nor  be  held  to  prohibit  the  party  of  the 
first  part  from  selling  and  conveying  any  land  which  said  company  owns, 
that  is  not  and  need  not  be  used  for  any  purpose  incident  to  the  manage¬ 
ment  or  the  business  of  said  railroad  company,  or  the  repairs  of  its  road; 
nor  be  held  to  prohibit  the  party  of  the  first  part  from  applying  any  money 
or  personal  property  belonging  to  said  company  to  the  repairs  of  said 
road,  or  its  appurtenances,  or  to  its  current  expenses,  or  to  the  purchase 
of  the  necessary  machinery  or  the  renewals  thereof;  and  the  board  of 
directors  may  lawfully  distribute  and  use,  each  year,  the  annual  net  profits 
and  income,  after  first  satisfying  the  interest  on  said  convertible  bonds 
and  the  dividends  on  said  preferred  stock  out  of  the  interest  fund  above 
specified. 

In  trust,  nevertheless,  for  the  persons  and  corporations,  and  for  the 
benefit  and  security  of  the  persons  and  corporations  who  shall  hold  or 
own  the  said  convertible  bonds,  or  who  shall  be  entitled  to  dividends 
upon  the  preferred  stock  hereafter  created,  by  the  conversion  of  said  bonds 
into  preferred  stock,  as  follows: 

Article  1.  The  intention  of  these  presents  is,  and  is  hereby  declared 
to  be,  that  all  of  the  said  bonds  shall  be  equally  secured  by  these  presents, 
in  proportion  to  the  amount  of  the  principal  thereof  outstanding  and  un¬ 
paid,  with  the  interest  on  the  said  principal  accrued  and  unpaid,  and  the 
dividends  on  the  preferred  stock  into  which  they  may  be  converted,  with¬ 
out  discrimination  or  preference  with  respect  to  the  times  of  the  actual 
issue  of  the  said  bonds  or  the  maturing  of  any  interest  or  dividends  in 
the  premises. 

Art.  2.  Until  default  shall  be  made,  in  respect  to  something  herein 
to  be  done  or  kept,  by  the  party  of  the  first  part,  it  shall  be  suffered  and 
permitted  to  possess,  operate,  manage  and  enjoy  its  said  railway,  with  its 
equipment,  appendages  and  appurtenances,  and  to  take  and  use  the  rents, 
incomes,  profits  and  issues  thereof,  in  the  same  manner  and  with  the 
same  effect  as  if  this  deed  had  not  been  made. 

Art.  3.  In  case  default  shall  be  made  in  the  application  of  the  annual 
interest  fund,  defined  in  the  resolutions  of  the  board  of  directors  of  the 
first  party,  hereinbefore  recited  and  set  forth,  to  the  payment  of  the 
interest  upon  the  above  described  convestible  bonds,  or  to  the  payment 
of  the  dividends  upon  the  preferred  stock  created  by  the  conversion  of 
said  bonds  into  preferred  stock;  and  if  such  default  shall  continue  for 
the  period  of  twelve  months,  then,  and  in  that  case,  upon  the  requisition 
of  the  holders  of  two-thirds  of  outstanding  convertible  bonds  and  pre¬ 
ferred  stock,  it  shall  be  lawful  for  the  said  trustees,  or  the  survivor  of 
them,  or  their  or  his  successors,  personally,  or  by  their  or  his  agents  or 
attorneys,  to  enter  into  possession  of  all  the  premises  hereby  conveyed  or 
intended  so  to  be,  and  have,  hold,  use,  operate  and  manage  the  same, 
and  make  all  needful  and  useful  repairs,  alterations  and  additions  thereto, 
as  may  by  them  or  him  be  deemed  judicious,  and  collect  and  receive  all 
earnings,  rents,  issues  and  profits;  and,  after  deducting  the  expenses  of 
operating  and  managing,  and  the  repairs,  additions,  alterations,  payments 
for  taxes  and  assessments,  all  liens  prior  to  the  lien  of  these  presents,  and 
a  just  compensation  for  services,  the  said  trustees  shall  apply  the  residue 


CORPORATE  HISTORY. 


725 


of  the  moneys  arising  as  aforesaid,  to  the  payment  of  interest  in  the  order 
in  which  such  interest  shall  have  become,  or  shall  become  due  ratably 
to  the  persons  holding  the  convertible  bonds  and  owning  the  preferred 
stock  aforesaid,  and  entitled  to  such  interest  or  dividends  on  said  pre¬ 
ferred  stock;  and,  after  paying  all  interest  and  dividends  that  shall  be 
then  payable,  as  herein  above  provided,  apply  the  same  to  the  satisfaction 
of  the  principal  of  the  aforesaid  bonds  which  may  be  at  that  time  issued 
and  outstanding,  and  without  discrimination  or  preference. 

Art.  4.  In  case  default  is  made  as  aforesaid,  and  shall  continue  as 
aforesaid,  then,  and  in  that  case,  upon  requisition  as  aforesaid,  it  shall 
likewise  be  lawful  for  the  said  trustees,  or  the  said  survivor  of  them,  or 
their  or  his  successors,  after  entry  as  aforesaid,  or  other  entry,  or  with¬ 
out  entry,  personally,  or  by  their  or  his  attorney  or  agent,  to  sell  and 
dispose  of  all  and  singular  the  premises  hereby  conveyed,  or  intended  so 
to  be,  at  public  auction,  in  the  city  of  Columbus,  in  the  state  of  Ohio,  or 
at  such  place,  within  any  of  the  states  in  which  any  part  of  the  said  rail¬ 
way  is  situate,  which  the  said  trustees  may  designate,  and  at  such  time  as 
they  may  appoint,  having  first  given  notice  of  the  place  and  time  of  sale 
by  advertisement,  published  in  one  or  more  newspapers  in  the  cities  of 
New  York,  Philadelphia,  Pittsburgh,  Columbus  and  Chicago,  and  to 
adjourn  said  sale  from  time  to  time,  in  their  or  his  discretion,  and  if  so 
adjourning,  to  make  the  sale  at  the  time  and  place  to  which  the  same 
may  be  so  adjourned;  and  to  make  and  deliver  to  the  purchaser  or  pur¬ 
chasers  thereof,  good  and  sufficient  deed  or  deeds  in  the  law  in  fee 
simple;  which  sale,  so  made,  shall  be  a  perpetual  bar  in  law  and  equity 
against  the  party  of  the  first  part,  and  all  persons  claiming  by,  through 
or  under  the  first  party;  and  after  deducting  from  the  proceeds  of  such 
sale  all  just  allowances  for  attorneys’  fees,  and  all  other  charges,  taxes, 
assessments,  prior  liens  and  expenses,  as  in  the  preceding  article  men¬ 
tioned,  apply  the  proceeds  to  the  payment  of  the  interest  on  said  out¬ 
standing  convertible  bonds,  and  the  dividends  upon  said  preferred  stock 
then  unpaid,  and  to  the  payment  of  the  principal  of  the  said  outstanding 
convertible  bonds,  without  discrimination  or  preference,  but  ratably  to 
the  aggregate  amount  of  the  unpaid  interest,  dividends  and  principal  of 
said  bonds;  and  if,  after  satisfaction  thereof,  a  surplus  of  said  proceeds 
shall  remain,  to  pay  over  the  same  to  such  other  parties  as  may  be 
entitled  to  the  same. 

Art.  5.  And  it  is  hereby  declared  that  the  receipt  or  receipts  of  the 
said  trustees  shall  be  a  sufficient  discharge  to  the  purchaser  or  purchasers 
of  the  premises  for  his  or  their  purchase  money,  who  shall  not  be  liable 
to  see  to  the  application  thereof,  or  for  any  loss  or  misapplication  of 
the  same,  nor  be  obliged  to  inquire  into  the  necessity  or  authority  of  or 
for  any  such  sale. 

Art.  6.  The  first  party  shall,  from  time  to  time,  and  as  often  as  hereafter 
thereunto  requested  by  the  trustees,  execute,  acknowledge  and  deliver 
all  such  deeds  and  assurances  in  the  law,  for  the  better  assuring  to  the 
trustees  and  their  successors  in  the  trust,  upon  the  trusts  herein  ex¬ 
pressed,  the  railway,  equipment  and  appurtenances  hereinbefore  conveyed, 
or  intended  so  to  be,  and  all  other  property  and  things  whatsoever,  which 
may  be  hereafter  acquired  for  use  in  connection  with  the  same,  or  any 


726  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


part  thereof,  and  all  franchises  now  held  or  hereafter  acquired,  including 
the  franchises  to  be  a  corporation,  as  by  the  trustees,  or  the  survivor,  or 
their  successors,  or  by  counsel  learned  in  the  law,  shall  be  reasonably 
advised  or  required. 

Art.  7.  In  case  of  the  death,  resignation  or  inability  to  act  of  any 
of  said  trustees,  the  board  of  directors  of  the  party  of  the  first  part  may 
appoint  a  successor,  and  failing  to  so  appoint,  any  district  or  circuit 
court  of  the  United  States,  in  either  of  the  states  of  Ohio,  Indiana  or 
Illinois,  may  appoint  a  trustee  to  fill  such  vacancy  on  the  application 
of  the  holders  of  one-sixth  of  said  bonds  then  outstanding,  or  of  one- 
sixth  of  said  preferred  stock;  and  such  appointment  by  the  board,  or  by 
such  court,  shall  invest  the  trustee  so  appointed  with  all  the  interest, 
estate,  power  and  authority  in  the  premises,  and  subject  him  or  them  to 
the  same  obligations  hereby  given  and  granted  to  the  party  of  the  second 
part  herein. 

Art.  8.  It  is  hereby  mutually  agreed  by  the  parties  hereto,  that  the 
trustees  shall  be  responsible  only  for  gross  negligence  and  willful  default, 
and  that  they  shall  not  be  bound  to  do  any  act  touching  the  execution 
of  the  trust,  except  at  their  own  option,  which  may  involve  them  in 
personal  expense  or  liability,  unless  first  duly  and  satisfactorily  indemni¬ 
fied  against  the  same  by  one  or  more  of  said  bondholders  or  preferred 
stockholders. 

Art.  9.  If  the  said  first  party  shall  apply  each  year,  and  at  the  times 
and  in  the  manner  hereinbefore  recited  and  specified,  the  annual  interest 
fund  hereinbefore  described,  and  in  the  manner  and  to  the  extent  herein 
specified,  and  shall  well  and  truly  keep  and  perform  all  the  things  herein 
required  to  be  kept  and  performed  by  it,  according  to  the  true  intent  and 
meaning  of  these  presents,  then,  and  in  that  case,  the  estate,  right,  title 
and  interest  of  the  said  parties  of  the  second  part  shall  cease,  determine 
and  be  void;  otherwise  the  same  shall  be  and  remain  in  full  force. 

In  witness  whereof,  The  said  Columbus,  Chicago  and  Indiana  Central 
Railway  Company,  the  party  of  the  first  part,  has  caused  these  presents  to 
be  executed  and  signed  by  the  president  of  its  company,  and  attested  by 
its  secretary,  for  and  in  behalf  of  the  company,  and  has  caused  the  cor¬ 
porate  seal  of  the  company  to  be  hereto  affixed,  the  day  and  year  above 
written;  and  the  parties  of  the  second  part  have  hereunto  set  their  hands 
and  affixed  their  seals,  the  same  day  and  year  aforesaid. 

The  Columbus,  Chicago  and  Indiana  Central  Railway  Co., 

By  B.  E.  SMITH,  President. 


Attest: 

G.  MOODIE,  Secretary. 

A.  PARKHURST,  [seal] 

JOHN  B.  THOMPSON,  [seal] 
Signed,  sealed  and  acknowledged  in  presence  of  Trustees. 

L.  S.  FOUNTAIN, 

E.  M.  DOUGLAS. 


{SEAL 

C-,C.&I. 
C.Ry.Co.  J 


Acknowledged  by  B.  E.  Smith,  president,  before  W.  F.  Doggett,  notary 
public,  Franklin  county,  Ohio,  May  9,  1870;  and  by  A.  Parkhurst  and 
John  B.  Thompson,  trustees,  before  A.  D.  W.  Baldwin,  notary  public, 
New  York  City,  May  2,  1870. 


CORPORATE  HISTORY. 


727 


CHICAGO,  ST.  LOUIS  AND  PITTSBURGH  RAILROAD 

COMPANY  (OF  INDIANA).1 

CERTIFICATE  OF  INCORPORATION. 

Whereas,  On  or  about  the  20th  day  of  February,  1868,  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  being  then  a  corpora¬ 
tion  existing  under  the  laws  of  the  states  of  Ohio,  Indiana  and  Illinois, 
formed  by  the  consolidation  of  certain  other  railroad  companies  under 
the  laws  of  the  said  states  respectively,  was  the  owner  of  a  certain  railway 
extending  from  the  city  of  Chicago,  in  the  state  of  Illinois,  through  the 
county  of  Cook,  in  said  state,  southward  to  the  state  of  Indiana,  and 
through  the  counties  of  Lake,  Porter,  La  Porte,  Starke,  Pulaski,  Cass, 
Howard,  Tipton,  Madison,  Henry  and  Wayne,  in  Indiana,  to  the  city 
of  Richmond,  in  the  state  of  Indiana,  and  thence  eastward  to  the  boundary 
line  of  the  state  of  Ohio,  and  through  the  counties  of  Preble,  Darke, 
Miami,  Champaign,  Union,  Madison  and  Franklin,  in  the  state  of  Ohio, 
to  the  city  of  Columbus,  Ohio,  and  also  extending  from  the  city  of 
Richmond,  aforesaid,  westward  through  the  counties  of  Wayne,  Henry, 
Hancock  and  Marion,  to  the  city  of  Indianapolis,  in  the  state  of  Indiana, 
and  also  extending  from  the  main  line  aforesaid  at  a  point  in  Miami 
county,  Ohio,  westward,  through  the  county  of  Darke,  in  Ohio,  to  the 
Indiana  state  line  at  Union  City,  and  thence  westward,  through  the 
counties  of  Randolph,  Jay,  Blackford,  Grant,  Miami,  Cass,  White,  Jasper 
and  Newton,  in  Indiana,  to  the  line  of  the  state  of  Illinois,  in  the  direc¬ 
tion  toward  Peoria;  altogether  being  in  length  of  railway  about  five 
hundred  and  eighty-six  and  one-half  (586JD  miles,  about  four  hundred 
and  twenty-four  and  one-half  (424^2)  miles  thereof  being  in  the  state  of 
Indiana,  about  one  hundred  and  thirty-four  and  one-half  (134^2)  miles 
thereof  being  in  the  state  of  Ohio,  and  about  twenty-seven  and  one-half 
(27J4)  miles  thereof  being  in  the  state  of  Illinois. 

And  whereas,  On  or  about  the  said  20th  day  of  February,  1868,  the 
said  railway  company  executed  a  mortgage  or  deed  of  trust,  dated  that 
day,  to  James  A.  Roosevelt  and  William  R.  Fosdick,  conveying  all  the 
said  railway  in  the  said  three  states,  together  with  all  the  said  company’s 
franchises,  equipments,  property,  tolls,  issues  and  profits;  and  all  its  lands, 
tenements,  buildings,  fixtures,  machinery,  goods  and  chattels  connected 
with  or  used  in  the  using  or  operating  of  said  railway,  or  appurtenant 
thereto;  and  all  its  rails,  ties,  fuel,  fencings  and  erections,  and  all  its  rights 
of  way  and  easements,  and  all  cars,  engines  and  tools,  and  all  rents,  reser¬ 
vations  and  reversions  of  every  nature  and  kind  whatever,  including  all 
the  property  between  said  terminal  points,  which  said  railway  company 
owned  or  possessed  on  the  20th  day  of  February,  1868,  or  has  since 
acquired,  either  in  law  or  in  equity,  of  every  kind  whatever  appurtenant 
thereto.  The  object  of  said  mortgage  or  deed  of  trust  being  to  secure 
the  payment  of  the  principal  and  interest  of  bonds  of  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  amounting  to  fifteen 
million  dollars. 


1  See  page  94. 


7-28  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


And  whereas,  Afterwards,  suits  in  equity  were  brought  in  the  Circuit 
Courts  of  the  United  States  for  the  northern  district  of  Illinois,  the 
district  of  Indiana  and  the  southern  district  of  Ohio,  western  division, 
wherein  James  A.  Roosevelt  and  William  R.  Fosdick  were  complainants, 
and  the  said  Columbus,  Chicago  and  Indiana  Central  Railway  Company, 
Frederick  R.  Fowler,  Archibald  Parkhurst  and  John  B.  Thompson  were 
defendants,  for  the  purpose  of  procuring  a  decree  of  foreclosure  upon 
the  said  mortgage  or  deed  of  trust;  and  in  each  of  the  said  suits  William 
L.  Scott  was  made  a  party  and  filed  his  cross  bill  against  all  the  said 
complainants  and  defendants;  and  such  proceedings  were  had  in  each  of 
said  courts  that,  upon  the  original  bills  and  the  answers  thereto,  and 
upon  said  cross  bills  of  said  Scott  and  the  answers  thereto,  a  final  decree 
was  rendered  by  the  said  Circuit  Court  for  the  northern  district  of 
Illinois,  and  also  by  the  said  Circuit  Court  for  the  district  of  Indiana, 
the  decree  of  the  former  court  being  entered  on  the  15th  day  of  November, 
1882,  and  that  of  the  latter  court  being  entered  on  the  16th  day  of  Novem¬ 
ber,  1882;  and  a  like  decree  was  rendered  by  the  said  Circuit  Court  for 
the  southern  district  of  Ohio,  western  division,  dated  and  entered  on  the 
23d  day  of  November,  1882;  and  in  and  by  said  decrees  it  was  ordered, 
adjudged  and  decreed,  that  the  said  mortgage  should  be  foreclosed,  and 
that  the  property  therein  mentioned  should  be  sold  as  an  entirety;  and 
in  the  said  decrees  the  property  thereby  ordered  to  be  sold  was  described 
as  follows,  to  wit: 

All  and  singular  the  entire  railroad  of  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  lying,  being  and  extending  from  its 
terminus  in  the  city  of  Chicago,  in  the  state  of  Illinois,  through  the 
county  of  Cook,  in  said  state,  southward  to  the  state  of  Indiana,  and 
through  the  counties  of  Lake,  Porter,  La  Porte,  Starke,  Pulaski,  Cass, 
Howard,  Tipton,  Madison,  Henry  and  Wayne,  in  Indiana,  to  the  city 
of  Richmond,  in  the  state  of  Indiana,  and  thence  eastward  to  the  boundary 
line  of  the  state  of  Ohio,  and  through  the  counties  of  Preble,  Darke, 
Miami,  Champaign,  Union,  Madison  and  Franklin,  in  the  state  of  Ohio, 
to  the  city  of  Columbus,  Ohio,  and  also  extending  from  the  city  of  Rich¬ 
mond,  aforesaid,  westward  through  the  counties  of  Wayne,  Henry,  Han¬ 
cock  and  Marion  to  the  city  of  Indianapolis,  in  the  state  of  Indiana,  and 
also  extending  from  the  main  line  aforesaid  at  a  point  in  Miami  county, 
Ohio,  westward,  through  the  county  of  Darke,  In  Ohio,  to  the  Indiana 
state  line  at  Union  City,  and  thence  westward,  through  the  counties  of 
Randolph,  Jay,  Blackford,  Grant,  Miami,  Cass,  White,  Jasper  and  New¬ 
ton,  in  Indiana,  to  the  line  of  the  state  of  Illinois,  in  the  direction  toward 
Peoria;  altogether  being  in  length  of  railway  about  five  hundred  and 
eighty-six  and  one-half  (58654)  miles,  about  four  hundred  and  twenty-four 
and  one-half  (42454)  miles  thereof  being  in  the  state  of  Indiana,  about 
one  hundred  and  thirty-four  and  one-half  (13454)  miles  thereof  being  in 
the  state  of  Ohio,  and  about  twenty-seven  and  one-half  (27*4)  miles 
thereof  being  in  the  state  of  Illinois;  with  all  its  franchises,  equipments, 
property,  tolls,  issues  and  profits;  and  all  its  .lands,  tenements,  buildings, 
fixtures,  machinery,  goods  and  chattels,  connected  with  or  used  in  the 
using  or  operating  of  said  railway,  or  appurtenant  thereto;  and  all  its 


CORPORATE  HISTORY. 


729 


rails,  ties,  fuel,  fencing  and  erections,  and  all  its  rights  of  way  and  ease¬ 
ments,  and  all  cars,  engines  and  tools  and  all  rents,  reservations  and 
reversions  of  every  nature  and  kind  whatever,  including  all  the  property 
between  said  terminal  points  which  said  railway  company  owned  or  pos¬ 
sessed  on  the  20th  day  of  February,  1868,  or  has  since  acquired,  either  in 
law  or  in  equity,  of  every  kind  whatever  pertinent  thereto,  but  not  in¬ 
cluding  or  operating  to  include  any  lands,  goods,  chattels,  property, 
machinery,  equipments,  or  other  matters,  which  said  company  then 
owned  or  has  since  acquired,  not  necessary  for  use  for  any  purpose 
incident  to  the  management  or  operation  of  said  railway  or  of  the  repair 
thereof,  or  in  the  business  of  said  railway  company;  nor  any  right  of 
way,  easement,  franchises,  power  or  corporate  right  to  build  a  railway 
from  Chicago  to  Galena,  or  to  any  other  place  westward  of  Chicago, 
possessed  and  owned  by  the  said  railway  company,  or  granted  to  them 
or  to  the  Chicago  and  Great  Eastern  Railway  Company,  or  to  any 
persons  or  body  corporate  of  whom  said  railway  company  was  the 
successor  or  assignee  on  or  before  the  20th  day  of  February,  1868;  but 
expressly  including  all  right,  title,  interest,  claim  or  demand,  and  all 
money,  rents  and  property  held  and  owned  by,  or  recovered  or  to  be 
recovered  by  said  Roosevelt  and  Fosdick,  as  receivers  or  trustees  by 
decree  of  the  Circuit  Court  of  the  United  States,  for  the  district  of 
Indiana,  upon  their  cross  bill  in  a  certain  suit  brought  by  the  Pittsburgh, 
Cincinnati  and  St.  Louis  Railway  Company  against  said  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  and  now  pending  upon 
appeal  in  the  Supreme  Court  of  the  United  States,  or  otherwise,  and 
all  rights  of  action  included  in  said  cause  or  asserted  by  them  as  receivers 
or  trustees  therein  or  otherwise,  and  all  rents  which  have  accrued  from 
the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,  and  all 
right  to  recover  the  same  against  said  company,  or  as  against  the  Penn¬ 
sylvania  Railroad  Company,  under  and  by  virtue  of  the  lease  and  amended 
lease  named  in  said  decrees  of  said  courts;  together  with  the  right,  at  the 
option  of  the  said  purchaser,  to  elect  to  continue  said  lease  in  force  as 
against  said  lessee,  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company  and  its  guarantor,  the  Pennsylvania  Railroad  Company,  or, 
at  the  option  of  said  purchaser,  and  with  the  consent  of  said  lessee  and 
guarantor,  to  disaffirm  and  annul  the  same;  also  including  all  estates, 
properties,  rights,  titles,  and  interests  which  have  become  vested  in  and 
are  now  held  by  said  Roosevelt  and  Fosdick,  as  receivers  in  said  causes, 
or  which  shall  be  held  by  them  at  the  time  of  said  sale. 

And  whereas,  Afterwards  and  on  the  tenth  day  of  January,  1883,  all 
the  property  hereinbefore  described  was  sold  at  public  sale,  under  and 
in  pursuance  of  each  and  all  of  the  said  final  decrees  of  the  said  courts, 
by  the  master  and  commissioner  therein  named,  at  which  sale  the  under¬ 
signed,  William  L.  Scott,  John  S.  Kennedy  and  Charles  J.  Osborn,  be¬ 
came  the  purchasers  of  all  said  property,  and  have  since  associated  with 
themselves  the  other  persons  whose  names  are  hereunto  subscribed:  all 
of  whom  desire  and  intend  to  form  a  corporation  under  the  laws  of  the 
state  of  Indiana,  as  hereinafter  more  particularly  set  forth. 

Now,  therefore,  In  pursuance  of  the  statutes  of  the  state  of  Indiana  in 


730  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


such  case  made  and  provided,  and  especially  in  pursuance  of  an  act  of 
the  General  Assembly  of  the  state  of  Indiana,  entitled  “  An  act  to  author¬ 
ize,  regulate  and  confirm  the  sale  of  railroads,  to  enable  purchasers  of 
che  same  to  form  corporations  and  to  exercise  corporate  powers  and  to 
define  their  rights,  powers  and  privileges,  to  enable  such  corporation  to 
purchase  and  construct  connecting  and  branch  roads  and  to  operate  and 
maintain  the  same,”  approved  March  3,  1865,  and  further,  in  pursuance 
of  another  act  of  the  said  General  Assembly  of  the  said  state  of  Indiana, 
supplemental  to  the  foregoing  act,  entitled  “An  act  supplemental  to  an  act, 
entitled  ‘  An  act  to  authorize,  regulate  and  confirm  the  sale  of  railroads, 
to  enable  purchasers  of  the  same  to  form  corporations  and  to  exercise 
corporate  powers  and  to  define  their  rights,  powers  and  privileges,  to 
enable  such  corporation  to  purchase  and  construct  connecting  and 
branch  roads  and  to  operate  and  maintain  the  same,’  approved  March 
3,  1865,  and  for  the  purpose  of  making  the  same  more  definite  and 
certain,”  and  approved  December  20,  1865,  we,  whose  names  are  hereunto 
subscribed,  do  hereby  form  ourselves  into  a  corporation,  for  the  purpose 
of  owning,  maintaining  and  operating  the  railway  and  other  property 
hereinbefore  described,  free  from  and  discharged  of  the  lease  and  the 
amended  lease  of  the  Columbus,  Chicago  and  Indiana  Central  Railway 
to  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company,  described 
in  said  decrees,  and  for  the  transaction  of  all  business  connected  with  the 
same.  And  for  this  purpose  we  do  hereby  certify  as  follows: 

First.  The  name  and  style  of  the  corporation  hereby  formed  shall  be 
the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company. 

Second.  The  number  of  directors  of  said  corporation  shall  be  nine. 

Third.  The  first  directors  of  said  corporation  shall  be:  William  L. 
Scott,  Erie,  Pa.;  Charles  J.  Osborn,  New  York  City;  George  B.  Roberts, 
Philadelphia,  Pa.;  J.  N.  McCullough,  Pittsburgh,  Pa.;  Conrad  Baker, 
Indianapolis,  Ind. ;  Thomas  D.  Messier,  Pittsburgh,  Pa.;  John  P.  Green, 
Philadelphia,  Pa.;  George  Hoadly,  Cincinnati,  Ohio;  Alfred  L.  Dennis, 
Newark,  N.  J. 

Fourth.  The  period  of  service  of  such  directors  shall  be  from  the 
filing  of  this  certificate  in  the  office  of  the  secretary  of  state  of  Indiana, 
until  the  third  Wednesday  of  March,  1884;  and  thereafter  directors  shall 
be  chosen  annually  on  the  third  Wednesday  of  March,  until  otherwise 
provided  in  accordance  with  law. 

Fifth.  The  capital  stock  of  the  corporation  hereby  formed  shall  be 
thirty  million  dollars,  consisting  of  three  hundred  thousand  shares  of  the 
par  value  of  one  hundred  dollars  each,  one  hundred  thousand  of  said 
shares,  amounting  to  the  sum  of  ten  million  dollars,  shall  be  known  as 
common  stock;  two  hundred  thousand  shares,  amounting  to  twenty 
million  dollars,  shall  be  known  as  preferred  stock,  and  shall  be  entitled 
to  dividends,  if  earned,  at  the  rate  of  six  per  cent,  per  annum,  payable 
semi-annually,  in  preference  to  the  payment  of  any  dividend  on  the  com¬ 
mon  stock;  such  preferred  dividends  to  be  cumulative,  but  dependent 
upon  the  profits  as  declared  by  the  board  of  directors;  and  no  interest  to 
accrue  on  delayed  dividends. 


CORPORATE  HISTORY. 


731 


In  testimony  whereof,  we  have  hereunto  affixed  our  hands  and  seals 
this  22d  day  of  February,  1883. 

WM.  L.  SCOTT, 

JOHN  S.  KENNEDY, 
CHARLES  J.  OSBORN, 
GEORGE  B.  ROBERTS, 
j.  n.  McCullough, 
THOS.  D.  MESSLER, 
CONRAD  BAKER, 

JOHN  P.  GREEN, 
ALFRED  L.  DENNIS. 

Filed  in  the  office  secretary  of  state  of  Indiana,  March  14,  1883. 

DEED. 

William  P.  Fishback  and  J.  D.  Cox,  Master  Commissioners,  to 
William  L.  Scott,  Charles  J.  Osborn  and  John  S.  Kennedy, 
Purchasing  Committee. 

Dated  February  21,  1883. 

Conveying  railway,  properties,  franchises  of  the  Columbus,  Chicago  and 

Indiana  Central  Railway  Company. 

This  deed  of  conveyance,  made  this  twenty-first  day  of  February,  A.  D. 
one  thousand  eight  hundred  and  eighty-three,  by  William  P.  Fishback, 
master  in  chancery  of  the  Circuit  Court  of  the  United  States  for  the 
district  of  Indiana,  and  Jacob  D.  Cox,  special  master  commissioner  in 
chancery  of  the  Circuit  Court  of  the  United  States  for  the  southern  district 
of  Ohio,  western  division,  grantors,  to  William  L.  Scott,  of  Erie,  Penn¬ 
sylvania,  and  Charles  J.  Osborn  and  John  S.  Kennedy,  both  of  the  city 
of  New  York,  grantees, 

Witnesseth,  That  heretofore,  in  the  month  of  February,  1875,  there 
were  filed  in  the  Circuit  Courts  of  the  United  States  for  the  district  of 
Indiana,  the  northern  district  of  Illinois,  and  the  southern  district  of 
Ohio,  respectively,  bills  of  complaint  in  chancery,  wherein  James  A. 
Roosevelt  and  William  R.  Fosdick  were  complainants,  to  which  the 
Columbus,  Chicago  and  Indiana  Central  Railway  Company  was  made 
defendant,  and  afterwards  a  supplemental  bill  was  filed  by  them  in  the 
said  Circuit  Court  for  the  district  of  Indiana,  and  afterwards,  further 
supplemental  bills  were  filed  by  them,  and  also  amendments  to  their 
said  original  bills  in  each  of  said  causes,  and  said  Columbus,  Chicago 
and  Indiana  Central  Railway  Company,  together  with  Frederick  R.  Fow¬ 
ler,  Archibald  Parkhurst  and  John  B.  Thompson,  were  severally  made 
defendants  thereto  and  duly  served  with  process  in  said  causes,  the  object 
and  prayer  of  which  said  bills  and  amendments  and  supplemental  bills 
of  complaint  were  to  foreclose  a  certain  mortgage,  or  deed  of  trust, 
dated  February  20,  1868,  executed  by  the  said  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  to  the  said  James  A.  Roosevelt  and 
William  R.  Fosdick,  as  trustees,  to  secure  the  payment  of  the  interest 


732  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


and  principal  of  certain  bonds  named  in  said  mortgage  or  deed  of  trust. 
^  And  whereas,  Afterwards,  in  the  month  of  October,  1881,  William  L. 
Scott  appeared  and  filed  his  cross  bills  in  the  Circuit  Courts  of  the 
United  States  for  the  districts  of  Indiana,  northern  Illinois  and  southern 
Ohio,  western  division,  respectively,  wherein  he  made  the  said  James  A. 
Roosevelt  and  William  R.  Fosdick,  Frederick  R.  Fowler,  Archibald  Park- 
hurst,  Jr.,  John  B,  Thompson,  and  the  Columbus,  Chicago  and  Indiana. 
Central  Railway  Company,  defendants,  in  each  of  which  cross  bills  he 
claimed  to  be  the  holder  of  bonds  secured  by  the  said  mortgage  or  deed, 
of  tiust,  to  a  large  amount,  and  prayed  for  a  foreclosure  of  said  mort¬ 
gage  upon  certain  terms  more  particularly  described  in  his  said  cross 
bills,  and  the  said  defendants  were  duly  served  with  proper  process  and 
required  to  appear  and  demur,  plead  or  answer  to  each  of  the  said  cross 
bills.  And  whereas,  the  said  Roosevelt  and  Fosdick  filed  their  answers  in 
said  courts  respectively,  to  said  cross  bills,  and  said  Scott  filed  in  said 
courts  respectively  his  replications  to  said  answers.  And  whereas,  such 
proceedings  were  had  in  said  causes  that  afterwards,  on  the  16th  day  of 
November,  1882,  said  causes,  so  pending  in  the  Circuit  Court  of  the 
United  States  for  the  district  of  Indiana,  coming  on  to  be  heard,  having 
been  set  down  for  hearing  upon  the  original,  amended,  supplemental  and 
cross  bills  of  complaint,  the  answer  and  replication  aforesaid,  and  the 
exhibits  and  testimony,  upon  which  the  court  being  fully  advised,  did 
find  the  equity  of  the  case  in  favor  of  said  complainants,  James  A.  Roose¬ 
velt  and  William  R.  Fosdick,  and  of  said  cross  complainant  William  L. 
Scott,  and  among  other  things,  did  then  and  there  order,  adjudge  and 
decree  that  the  premises,  real  and  personal  property,  rights  and  fran¬ 
chises  named  in  said  decree,  to  wit: 

All  and  singular  the  entire  railroad  of  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  lying,  being  and  extending  from  its 
terminus,  in  the  city  of  Chicago,  in  the  state  of  Illinois,  through  the 
county  of  Cook  in  said  state,  southward  to  the  state  of  Indiana,  and 
through  the  counties  of  Lake,  Porter,  La  Porte,  Starke,  Pulaski,  Cass, 
Howard,  Tipton,  Madison,  Henry  and  Wayne,  in  Indiana,  to  the  city  of 
Richmond,  in  the  state  of  Indiana,  and  thence  eastward  to  the  boundary 
line  of  the  state  of  Ohio,  and  through  the  counties  of  Preble,  Darke, 
Miami,  Champaign,  Union,  Madison  and  Franklin,  in  the  state  of  Ohio, 
to  the  city  of  Columbus,  Ohio,  and  also  extending  from  the  city  of  Rich¬ 
mond  aforesaid,  westward  through  the  counties  of  Wayne,  Henry,  Han¬ 
cock  and  Marion,  to  the  city  of  Indianapolis,  in  the  state  of  Indiana,  and 
also  extending  from  the  main  line  aforesaid  at  a  point  in  Miami  county, 
Ohio,  westward  through  the  county  of  Darke,  in  Ohio,  to  the  Indiana 
state  line  at  Union  City,  and  thence  westward  through  the  counties  of 
Randolph,  Jay,  Blackford,  Grant,  Miami,  Cass,  White,  Jasper  and  New¬ 
ton,  in  Indiana,  to  the  line  of  the  state  of  Illinois,  in  the  direction  towards 
Peoria,  altogether  being  in  length  of  railway  about  five  hundred  and 
eighty-six  and  one-half  miles,-  about  four  hundred  and  twenty-four  and 
one-half  miles  thereof  being  in  the  state  of  Indiana,  about  one  hundred 
and  thirty-four  and  one-half  miles  thereof  being  in  the  state  of  Ohio,  and 
about  twenty-seven  and  one-half  miles  thereof  being  in  the  state  of 


CORPORATE  HISTORY. 


733 


Illinois,  with  all  its  franchises,  equipments,  property,  tolls,  issues  and 
profits,  and  all  its  lands,  tenements,  buildings,  fixtures,  machinery,  goods 
and  chattels,  connected  with  or  used  in  the  using  or  operating  of  said 
railway,  or  appurtenant  thereto,  and  all  its  rails,  ties,  fuel,  fencing  and 
erections,  and  all  its  rights  of  way  and  easements,  and  all  cars,  engines 
and  tools,,  and  all  rents,  reservations  and  reversions  of  every  nature  and 
kind  whatever,  including  all  the  property  between  said  terminal  points 
which  said  railway  company  owned  or  possessed  on  the  20th  day  of 
February,  one  thousand  eight  hundred  and  sixty-eight,  or  afterwards 
acquired,  either  in  law  or  in  equity,  of  every  kind  whatever,  pertinent 
thereto,  but  not  including  or  operating  to  include  any  lands,  goods, 
chattels,  property,  machinery,  equipments  or  other  matters  which  said 
company  then  owned  or  afterwards  acquired,  not  necessary  for  use  for 
any  purpose  incident  to  the  management  or  operation  of  said  railway, 
or  of  the  repair  thereof,  or  in  the  business  of  said  railway  company,  nor 
any  right  of  way,  easement,  franchises,  power  or  corporate  right  to  build 
a  railway  from  Chicago  to  Galena,  or  to  any  other  place  westward  of 
Chicago  possessed  and  owned  by  said  railway  or  granted  to  them  or  to 
the  Chicago  and  Great  Eastern  Railway  Company,  or  to  any  persons  or 
body  corporate,  of  whom  said  railway  company  was  the  successor  or 
assignee,  on  or  before  the  20th  day  of  February,  one  thousand  eight 
hundred  and  sixty-eight,  but  expressly  including  all  right,  title,  interest, 
claim  or  demand,  and  all  moneys,  rents  and  property  held  and  owned  by, 
or  recovered  or  to  be  recovered  by  said  Roosevelt  and  Fosdick,  as 
receivers  or  trustees,  by  decree  of  the  Circuit  Court  of  the  United  States 
for  the  district  of  Indiana,  upon  their  cross  bill  filed  in  a  certain  suit  in 
equity  brought  by  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company  against  said  Columbus,  Chicago  and  Indiana  Central  Railway 
Company  and  others,  in  said  Circuit  Court  of  the  United  States  for  the 
district  of  Indiana,  and  now  pending  upon  appeal  in  the  Supreme  Court 
of  the  United  States,  or  otherwise,  and  all  rights  of  action  included  in 
said  cause,  or  asserted  by  them  as  receivers  or  trustees  therein,  or  other¬ 
wise,  and  all  rents  which  have  accrued  from  the  Pittsburgh,  Cincinnati 
and  St.  Louis  Railway  Company,  and  all  right  to  recover  the  same  as 
against  said  company,  and  as  against  the  Pennsylvania  Railroad  Com- ' 
pany  under  and  by  virtue  of  the  lease  and  amended  lease  in  said  suit  in 
equity  more  particularly  described  (being  a  lease  for  the  term  of  ninety- 
nine  years,  renewable  forever,  of  said  premises,  real  and  personal  prop¬ 
erty  and  franchises,  dated  January  22,  1869,  and  an  amended  lease  thereof, 
dated  February  1,  1870,  made  by  said  Columbus,  Chicago  and  Indiana 
Central  Railway  Company,  lessor,  to  said  Pittsburgh,  Cincinnati  and  St. 
Louis  Railway  Company,  lessee,  the  performance  of  the  covenants  and 
conditions  of  said  lease  by  said  lessee,  the  Pennsylvania  Railroad  Com¬ 
pany,  guaranteed  and  for  that  purpose  was  a  party  to  said  lease  and 
amended  lease),  together  with  the  right,  at  the  option  of  said  purchaser, 
to  elect  to  continue  said  lease  in  force  as  against  said  lessee,  the  Pitts¬ 
burgh,  Cincinnati  and  St.  Louis  Railway  Company,  and  its  guarantor, 
the  Pennsylvania  Railroad  Company,  or  at  the  option  of  said  purchaser, 
and  with  the  consent  of  said  lessee  and  guarantor,  to  disaffirm  and  annul 


734  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


the  same;  also  including  all  estates,  properties,  rights,  titles  and  interests 
which  had  become  vested  in  and  are  now  held  by  said  Roosevelt  and 
Fosdick,  as  receivers  in  this  cause,  or  which  were  held  by  them  at  the 
time  of  said  sale,  should  be  sold  at  public  auction,  as  an  entirety,  subject 
to  the  outstanding  sectional  mortgage  bonds,  prior  in  lien  to  the  said 
mortgage  to  the  said  Roosevelt  and  Fosdick,  amounting  altogether  to 
five  millions  three  hundred  and  forty-three  thousand  dollars,  and  interest, 
or  thereabouts,  and  to  all  (if  any)  other  paramount  liens  thereon,  but 
free  from  the  lien  of  said  mortgage  or  deed  of  trust  to  said  Roosevelt  and 
Fosdick,  at  public  auction,  at  the  door  of  the  court  house  of  the  Circuit 
Court  of  the  United  States  for  the  district  of  Indiana,  in  the  city  of 
Indianapolis,  county  of  Marion,  and  state  of  Indiana,  by  William  P. 
Fishback,  master  in  chancery  of  said  court,  at  such  time  as  he  should 
appoint,  having  first  given  previous  notice  of  the  time,  place  and  terms 
of  sale,  by  publication,  beginning  at  least  thirty  days  prior  to  the  time  of 
sale,  twice  each  week,  until  the  day  of  sale,  in  one  newspaper  published 
in  each  of  the  following  cities,  to  wit:  Chicago,  Illinois;  Indianapolis, 
Indiana;  Columbus  and  Cincinnati,  Ohio;  New  York  City,  and  Phila¬ 
delphia,  Pennsylvania;  said  sale  to  be  without  relief  from  the  valuation 
or  appraisement  laws  of  any  of  the  states  through  which  said  railway 
runs,  and  without  any  right  of  redemption,  and  free  from  all  equity  of 
redemption  of  all  and  any  parties  to  said  suit,  for  the  sum  of  not  less 
than  thirteen  millions  five  hundred  thousand  dollars. 

And  whereas,  It  has  been  made  to  appear  to  said  court  that  concurrent 
proceedings  for  the  foreclosure  of  said  mortgage  were  pending,  as  afore¬ 
said,  in  the  Circuit  Courts  of  the  United  States  for  the  northern  district 
of  Illinois,  and  for  the  southern  district  of  Ohio,  western  division, 
respectively,  it  was  further  ordered,  adjudged  and  decreed  that  if  at  any 
time  before  making  the  sale  a  final  decree  of  foreclosure  should  be  en¬ 
tered  in  said  Circuit  Court  of  the  United  States  for  the  southern  district 
of  Ohio,  or  in  said  Circuit  Court  of  the  United  States  for  the  northern 
district  of  Illinois,  in  the  causes  pending  therein  as  aforesaid,  whereby  a 
different  commissioner  should  be  empowered  to  sell  that  portion  of  the 
mortgaged  property  situate  in  either  of  said  states  of  Illinois  and  Ohio; 
that  then  and  in  that  case  the  said  master  in  chancery  should  concur  and 
co-operate  with  said  commissioner  in  advertising  and  making  the  sale 
aforesaid. 

And  whereas,  Afterwards,  on  the  15th  day  of  November,  1882,  in  the 
said  cause  so  pending  in  the  Circuit  Court  of  the  United  States  for  the 
northern  district  of  Illinois,  a  like  decree  was  made  and  entered  upon  the 
said  original,  amended  and  supplemental  bills  of  the  said  James  A.  Roose¬ 
velt  and  William  R.  Fosdick,  and  upon  the  said  cross  bill  of  the  said 
William  L.  Scott,  therein  pending,  and  upon  the  said  answer,  replication, 
exhibits  and  testimony  therein  filed,  ordering  a  like  sale  of  the  same 
premises,  real  and  personal  property,  rights  and  franchises,  as  an  entirety, 
upon  like  terms  and  conditions,  to  be  made  by  the  said  William  P.  Fish- 
back,  master  in  chancery  of  the  Circuit  Court  of  the  United  States  for  the 
district  of  Indiana,  with  the  like  provision  in  case  a  different  commis¬ 
sioner  should  be  appointed  to  sell,  by  decree  entered  in  the  said  cause 


CORPORATE  HISTORY. 


735 


pending  in  the  Circuit  Court  of  the  United  States  for  the  southern  dis¬ 
trict  of  Ohio,  western  division,  that  said  master  in  chancery  should  con¬ 
cur  and  co-operate  with  said  commissioner  in  advertising  and  making 
said  sale. 

And  whereas,  Afterwards,  on  the  23rd  day  of  November,  1882,  in  the 
said  cause  pending  in  the  Circuit  Court  of  the  United  States  for  the 
southern  district  of  Ohio,  western  division,  upon  the  said  original, 
amended  and  supplemental  bills  of  the  said  James  A.  Roosevelt  and  Wil¬ 
liam  R.  Fosdick,  and  the  said  cross  bill  of  the  said  William  L.  Scott,  and 
upon  the  answer,  replication,  exhibits  and  testimony  filed  therein,  the 
like  decree  was  made  and  entered  for  the  sale  of  the  same  premises,  real 
and  personal  property,  rights  and  franchises,  as  an  entirety,  upon  like 
terms  and  conditions,  whereby  it  was,  however,  further  ordered,  adjudged 
and  decreed,  that  Jacob  D.  Cox  should  be  appointed  special  master  com¬ 
missioner  in  chancery  for  said  Circuit  Court  of  the  United  States  for 
the  southern  district  of  Ohio1,  western  division,  and  required  to  co¬ 
operate  and  unite  with  the  said  William  P.  Fishback,  master  in  chancery 
as  aforesaid,  in  making  the  sale  of  the  said  mortgaged  premises,  real  and 
personal  property,  rights  and  franchises,  as  an  entirety,  upon  the  terms 
and  conditions  prescribed  in  said  decree  of  the  Circuit  Court  of  the 
United  States  for  the  district  of  Indiana. 

And  whereas,  Afterwards,  in  conformity  with  said  several  decrees, 
upon  the  praecipe  of  the  solicitors  for  said  William  L.  Scott,  as  provided 
in  each  of  said  decrees,  orders  of  sale  did  issue  under  the  seal  of  said 
courts  respectively,  attested  by  the  clerks  thereof  respectively,  and 
directed  to  the  said  master  in  chancery,  and  special  master  commissioner 
respectively,  as  by  said  decrees  required,  commanding  the  execution  of 
the  decrees  aforesaid,  under  which  orders  of  sale  said  master  in  chancery 
and  special  master  commissioner  in  chancery,  gave  notice  by  publication, 
as  required  by  said  decrees,  that  they  would,  on  Wednesday,  January  10, 
1883,  at  the  door  of  the  court  house  of  the  Circuit  Court  of  the  United 
States  for  the  district  of  Indiana,  in  the  city  of  Indianapolis,  county  of 
Marion  and  state  of  Indiana,  at  12  o’clock  noon,  of  said  day,  offer  for 
sale  at  public  auction  to  the  highest  bidder,  conforming  to  the  conditions 
of  said  decrees,  the  premises,  real  and  personal  property,  rights  and  fran¬ 
chises,  so  ordered  to  be  sold  according  to  the  directions  and  terms,  and 
subject  to  the  conditions  prescribed  by  said  decrees. 

And  whereas,  on  said  day,  at  said  time,  in  pursuance  of  said  notice 
given  by  said  publications,  as  required  by  said  decrees,  said  master  in 
chancery  and  special  master  commissioner  offered  said  premises  and 
real  and  personal  property,  rights  and  franchises  for  sale  at  public  auction 
to  the  highest  bidder,  as  aforesaid,  and  thereupon  William  L.  Scott, 
Charles  J.  Osborn  and  John  S.  Kennedy,  having  complied  with  and  con¬ 
formed  to  all  the  conditions,  provisions  and  requirements  of  said  decrees, 
and  each  of  them,  to  enable  them  to  bid  for  the  same,  did  offer  and  bid 
therefor  the  sum  of  thirteen  millions  five  hundred  thousand  dollars,  the 
same  being  the  minimum  sum  required  by  said  decrees,  and  they  being 
the  highest  and  best  bidders  therefor,  and  no  person  offering  to  bid  any 
other  or  larger  sum,  the  master  in  chancery  and  special  master  commis- 


736  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


sioner  thereupon  struck  off  and  sold  the  same  to  said  Scott,  Osborn  and 
Kennedy,  subject  to  the  confirmation  of  each  of  said  courts,  and  there¬ 
upon  afterwards  filed  their  reports  of  said  sale  in  said  courts  respectively, 
showing  that  said  notices  had  been  duly  given  and  said  sale  made  as 
aforesaid;  and  by  said  reports  it  further  appeared  that  said  bidders,  before 
making  said  bid,  and  in  conformity  with  the  terms  of  said  decrees,  had 
placed  in  the  hands  of  said  master  in  chancery,  and  special  master  com¬ 
missioner,  seven  hundred  and  twelve  bonds,  with  all  the  coupons  thereon, 
from  and  including  the  coupons  which  matured  April  1,  1875,  being 
bonds  secured  by  the  said  mortgage,  or  deed  of  trust,  to  the  said  Roose¬ 
velt  and  Fosdick,  also  in  duplicate  an  order  of  cancellation  of  a  judgment 
upon  two  hundred  and  eighty-eight  of  like  bonds  and  coupons,  recovered 
by  the  said  William  L.  Scott  in  the  Circuit  Court  of  the  United  States 
for  the  southern  district  of  Ohio,  eastern  division,  and  a  receipt  for  said 
bonds  and  coupons  and  judgment,  as  a  pledge  that  they  would  make 
good  their  bid  in  case  of  its  acceptance. 

And  whereas,  Afterwards,  in  said  Circuit  Courts  of  the  United  States 
for  the  district  of  Indiana  and  for  the  northern  district  of  Illinois,  on  the 
30th  day  of  January,  1883,  in  the  Circuit  Court  of  the  United  States  for 
the  southern  district  of  Ohio,  western  division,  on  the  31st  day  of  Janu¬ 
ary,  1883,  there  were  respectively  entered  decrees  in  said  causes  approving 
said  reports  therein  respectively  filed,  and  confirming  all  the  proceedings 
of  said  master  in  chancery  and  said  special  master  commissioner,  and 
confirming  the  sale  of  said  premises,  real  and  personal  property,  rights 
and  franchises,  and  directing  that  said  master  in  chancery,  William  P. 
Fishback,  within  sixty  days  from  the  entry  of  such  decrees  of  confirma¬ 
tion,  receive  payment  of  the  unpaid  portion  of  such  purchase  money,  less 
the  said  sum  so  deposited  as  a  pledge  as  aforesaid,  and  that  upon  the 
report  thereof  by  said  Fishback  to  said  Circuit  Court  of  the  United 
States  for  the  district  of  Indiana,  together  with  a  form  of  deed  to  be 
executed,  and  upon  the  approval  of  such  report  and  deed  by  the  court, 
and  upon  its  direction,  said  William  P.  Fishback,  master  in  chancery  of 
said  court,  and  Jacob  D.  Cox,  special  master  commissioner  in  chancery 
for  the  southern  district  of  Ohio,  western  division,  should  deliver  their 
deed  of  conveyance  in  such  approved  form,  conveying  to  the  said  Scott, 
Osborn  and  Kennedy  in  fee  simple,  as  an  entirety,  all  and  singular  the 
said  premises,  real  and  personal  property,  rights  and  franchises. 

And  whereas,  1  he  said  master  in  chancery  has  received  from  the  said 
Scott,  Osborn  and  Kennedy,  payment  in  full  of  said  purchase  money, 
namely,  said  sum  of  thirteen  million  five  hundred  thousand  dollars,  as 
in  said  decrees  respectively  provided,  and  has  reported  the  same  to  said 
Circuit  Court  of  the  United  States  for  the  district  of  Indiana,  and  that 
said  Scott,  Osborn  and  Kennedy  have  in  all  respects  complied  with  the 
terms  of  sale  as  set  forth  in  said  decrees  and  in  said  notices  of  publica¬ 
tion  of  sale,  and  that  they  are  entitled  to  the  conveyance  of  said  property, 
and  has  [have]  submitted  this  deed  already  duly  executed  by  said  Jacob 
D.  Cox,  special  master  commissioner  as  aforesaid,  as  the  proper  form 
of  such  conveyance  so  to  be  delivered. 

And  whereas,  On  this  21st  day  of  February,  1883,  upon  said  report  and 


CORPORATE  HISTORY. 


737 


form  of  deed,  it  was  ordered  and  adjudged  by  said  Circuit  Court  of  the 
United  States  for  the  district  of  Indiana,  that  said  William  P.  Fishback, 
master  in  chancery  as  aforesaid,  should  complete  the  execution  hereof, 
and  that  he,  with  the  said  Jacob  D.  Cox,  special  master  commissioner  in 
chancery  as  aforesaid,  should  deliver  this  deed  to  said  Scott,  Osborn  and 
Kennedy,  all  which  will  more  fully  and  at  large  appear,  reference  being 
had  to  the  records  of  the  proceedings  in  said  causes  in  said  Circuit 
Courts  of  the  United  States  for  the  district  of  Indiana,  northern  district  of 
Illinois  and  southern  district  of  Ohio,  western  division,  all  which  records 
are  referred  to  and  made  part  of  this  deed. 

Now,  therefore,  In  conformity  with  the  said  decrees,  we,  William  P. 
Fishback,  master  in  chancery  as  aforesaid,  and  Jacob  D.  Cox,  special 
master  in  chancery  as  aforesaid,  do  hereby  bargain,  sell  and  convey  unto 
William  L.  Scott,  of  Erie,  Pennsylvania;  Charles  J.  Osborn  and  John  S. 
Kennedy,  each  of  the  city  of  New  York,  and  to  their  heirs  and  assigns 
forever,  all  of  the  premises,  real  and  personal  property,  rights  and 
franchises  hereinbefore  described,  as  fully  and  completely  as  we  may 
lawfully  do  under  the  authority  aforesaid;  but  subject,  however,  to  the 
paramount  liens  aforesaid,  but  free,  clear  and  discharged  of  all  right, 
estate  and  interest,  claim,  lien  and  equity  of  redemption  in  or  to  the 
premises,  real  and  personal  property,  rights  and  franchises  so  sold  and 
hereby  conveyed,  and  every  or  any  part  thereof  of  each  and  every  of  the 
defendants  to  said  suits  respectively,  and  of  all  persons  claiming  or  to 
claim  under  them  or  any  of  them,  since  the  date  of  the  filing  of  said 
original  bills  by  said  Roosevelt  and  Fosdick,  and  without  relief  from  the 
valuation,  appraisement  or  redemption  laws  of  any  of  the  states  through 
which  said  railroad  runs. 

In  witness  whereof  we  have  set  our  hands  and  seals  hereunto,  and  we 
do  now  deliver  this  deed  of  conveyance  this  21st  day  of  February,  one 
thousand  eight  hundred  and  eighty-three. 

J.  D.  COX,  [seal] 

Special  Master  Com’r  U.  S.  Circ.  Court, 

S.  Dist.,  Ohio,  West’n  Div. 

WILLIAM  P.  FISHBACK,  [seal] 

Master  in  Chancery,  U.  S.  Circuit  Court, 

District  of  Indiana. 

Signed,  sealed  and  acknowledged  in  the  presence  of  us: 

Witnesses  as  to  J.  D.  Cox. 

JNO.  F.  JOCKEL, 

NATHAN  COHN. 

Witnesses  as  to  W.  P.  Fishback. 

GEO.  HOADLY, 

FRANK  J.  LOESCH. 

• 

Acknowledged  by  Jacob  D.  Cox,  February  19,  1883,  before  John  F. 
Jockel,  notary  public,  Hamilton  county,  Ohio,  and  by  William  P.  Fish¬ 
back,  February  21,  1883,  before  Frank  J.  Loesch,  notary  public,  Cook 
county,  Illinois,  February  21,  1883. 

47 


738  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Recorded,  Cook  county,  Ill.,  Feb.  23,  1883,  book  1222,  page  560;  Lake 
county,  Ind.,  March  10,  1883,  book  34,  page  395;  Porter  county,  Ind., 
March  12,  1883,  book  38,  page  10;  La  Porte  county,  Ind.,  March  10,  1883, 
book  53,  page  40;  Starke  county,  Ind.,  March  12,  1883,  book  W,  page 
280;  Pulaski  county,  Ind.,  March  9,  1883,  book  34,  page  89;  Cass  county, 
Ind.,  March  9,  1883,  book  34,  page  22;  Howard  county,  Ind.,  March  8, 
1883,  book  49,  page  428;  Tipton  county,  Ind.,  March  8,  1883,  book  15, 
page  490;  Madison  county,  Ind.,  March  7,  1883,  book  64,  page  300;  Henry 
county,  Ind.,  March  8,  1883,  book  40,  page  10;  Wayne  county,  Ind., 
March  5,  1883,  book  77,  page  300;  Preble  county,  Ohio,  March  5,  1883, 
book  79,  page  51;  Darke  county,  Ohio,  March  5,  1883,  book  88,  page  156; 
Miami  county,  Ohio,  March  3,  1883,  book  71,  page  293;  Champaign 
county  of  Ohio,  March  5,  1883,  book  60,  page  238;  Union  county,  Ohio, 
March  6,  1883,  book  54,  page  175;  Madison  county,  Ohio,  March  3,  1883, 
book  45,  page  104;  Franklin  county,  Ohio,  Feb.  26,  1883,  book  159,  page 
1;  Hancock  county,  Ind.,  March  14,  1883,  book  VV,  page  21 1;  Marion 
county,  Ind.,  Feb.  24,  1883,  book  159,  page  61;  Randolph  county,  Ind., 
March  7,  1883,  book  51,  page  16;  Jay  county,  Ind.,  March  6,  1883,  book 
23,  page  1;  Blackford  county,  Ind.,  March  7,  1883,  book  T,  page  90; 
Grant  county,  Ind.,  March  7,  1883,  book  26,  page  128;  Miami  county, 
Ind.,  March  8,  1883,  book  20,  page  1;  White  county,  Ind.,  March  13,  1883, 
book  49,  page  2;  Jasper  county,  Ind.,  March  13,  1883,  book -38,  page  265; 
Newton  county,  Ind.,  March  13,  1883,  book  24,  page  315- 

DEED. 

William  L.  Scott  and  Wife  and  Others  to  the  Chicago,  St.  Louis 
and  Pittsburgh  Railroad  Company  (of  Indiana). 

Dated  March  17,  1883. 

Conveying  railway,  properties,  franchises,  etc.,  of  the  Columbus,  Chicago 

and  Indiana  Central  Railway  Company. 

This  indenture,  made  this  seventeenth  day  of  March,  in  the  year  eigh¬ 
teen  hundred  and  eighty-three,  between  William  L.  Scott  and  Mary  M. 
Scott,  his  wife,  of  Erie,  Pennsylvania,  John  S.  Kennedy  and  Emma  B. 
Kennedy,  his  wife,  of  New  York  City,  and  Charles  J.  Osborn  and  Miriam 
A.  Osborn,  his  wife,  of  New  York  City,  as  first  party,  and  the  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company,  a  corporation  of  the  state 
of  Indiana,  as  second  party,  bears  witness: 

Whereas,  The  first  party  are  the  owners  of  the  entire  railway  hereto¬ 
fore  known  as  the  Columbus,  Chicago  and  Indiana  Central  Railway, 
together  with  all  properties,  estates,  franchises,  rights  and  equipments 
belonging  to  or  connected  therewith,  having  purchased  the  same  at  a 
public  sale,  held  in  the  city  of  Indianapolis,  on  the  10th  day  of  January, 
1883,  pursuant  to  certain  decrees  and  orders  of  the  United  States  Circuit 
Courts,  in  the  states  of  Ohio,  Indiana  and  Illinois;  and, 

Whereas,  The  second  party  is  a  corporation  incorporated  and  organized 
under  the  laws  of  Indiana,  with  authority  to  own,  operate  and  maintain 
the  entire  railway  above  described;  and. 


CORPORATE  HISTORY. 


739 


Whereas,  The  second  party  has  agreed  to  purchase  from  the  first  party 
said  entire  railway,  properties,  estates,  franchises,  rights  and  equipment, 
and  has  agreed  to  pay  therefor  as  follows:  One  hundred  thousand  shares 
of  its  common  capital  stock,  of  the  par  value  of  ten  million  dollars;  two 
hundred  thousand  shares  of  its  preferred  capital  stock,  of  the  par  value 
of  twenty  million  dollars;  and  twenty-two  million  fifty  year,  five  per  cent, 
gold  bonds  of  said  second  party,  a  certain  portion  of  said  bonds,  how¬ 
ever,  to  be  reserved  for  the  purpose  of  redeeming  and  paying  off  in  full 
certain  prior  sectional  mortgage  bonds;  and, 

Whereas,  In  pursuance  of  said  agreement  of  purchase,  the  second 
party  has  already  executed  and  delivered  to  the  first  party  certificates 
of  common  and  preferred  stock  to  the  amount  above  named,  and  is  now 
ready  to  deliver  the  bonds  above  described,  upon  the  execution  and 
delivery  of  this  deed  of  conveyance;  said  bonds  bearing  date  the  31st 
day  of  March,  1883,  being  in  form  coupon  and  registered^  bearing  in¬ 
terest  at  five  per  cent,  per  annum  from  October  1st,  1882;  principal  and 
interest  payable  at  the  agency  of  the  second  party  in  the  city  of  New 
York;  and, 

Whereas,  The  first  party,  in  anticipation  of  the  execution  and  delivery 
of  said  bonds,  and  in  order  to  secure  the  principal  and  interest  thereof, 
as  the  same  shall  become  payable,  according  to  the  tenor  of  said  bonds, 
and  of  the  coupons  thereto  annexed,  and  in  further  consideration  of  the 
premises  therein  expressed,  has  executed  and  delivered  to  Conrad  Baker, 
of  the  city  of  Indianapolis,  and  the  Union  Trust  Company,  of  New  York, 
as  trustees,  a  mortgage  or  deed  of  trust,  dated  the  twenty-first  day  of 
February,  in  the  year  1883;  said  mortgage  or  deed  of  trust  covering  the 
entire  railway  heretofore  known  as  the  Columbus,  Chicago  and  Indiana 
Central  Railway,  together  with  all  properties,  estates,  franchises,  rights 
and  equipment  belonging  to  or  in  any  way  connected  with  said  railway 
or  incident  to  the  use,  operation  or  maintenance  thereof. 

Now,  therefore,  In  consideration  of  the  premises,  and  in  further  con¬ 
sideration  of  the  sum  of  one  dollar  in  hand  paid  by  the  second  party, 
receipt  whereof  is  hereby  acknowledged,  and  in  further  consideration  of 
the  execution  and  delivery  of  said  twenty-two  million  bonds  to  be  made 
as  hereinbefore  recited,  the  first  party  has  granted,  bargained  and  sold, 
and  by  these  presents  does  grant,  bargain,  sell,  convey  and  transfer  unto 
said  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company,  and  its  suc¬ 
cessors  and  assigns  forever,  all  the  right,  title  and  interest  of  them  (the 
several  persons  constituting  the  first  party),  hereto  or  any  or  either  of 
them,  by  virtue  of  a  de.ed  bearing  date  the  21st  day  of  February,  1883, 
made  and  delivered  to  said  William  L.  Scott,  John  S.  Kennedy  and 
Charles  J.  Osborn,  by  William  P.  Fishback,  master  in  chancery,  and 
Jacob  D.  Cox,  special  master  commissioner,  in  pursuance  of  the  decrees 
of  the  Circuit  Courts  of  the  United  States  for  the  states  of  Ohio,  Indiana 
and  Illinois,  in  certain  causes  in  chancery,  then  depending  in  said  courts, 
wherein  James  A.  Roosevelt  and  Wm.  R.  Fosdick  were  complainants,  and 
the  Columbus,  Chicago  and  Indiana  Central  Railway  Company  and 
others  were  defendants,  of,  in  and  to,  all  and  singular  the  entire  and  con¬ 
tinuous  railway  heretofore  known  as  the  Columbus,  Chicago  and  Indiana 


740  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Central  Railway,  extending  from  the  city  of  Chicago,  in  the  state  of 
Illinois,  through  the  county  of  Cook,  in  said  state,  southward  to  the 
state  of  Indiana,  and  through  the  counties  of  Lake,  Porter,  La  Porte, 
Starke,  Pulaski,  Cass,  Howard,  Tipton,  Madison,  Henry  and  Wayne, 
in  Indiana,  to  the  city  of  Richmond,  in  the  state  of  Indiana,  and  thence 
eastward  to  the  boundary  line  of  the  state  of  Ohio,  and  through  the 
counties  of  Preble,  Darke,  Miami,  Champaign,  Union,  Madison  and 
Franklin,  in  the  state  of  Ohio,  to  the  city  of  Columbus,  Ohio,  and  also 
extending  from  the  city  of  Richmond  aforesaid,  westward  through  the 
counties  of  Wayne,  Henry,  Hancock  and  Marion,  to  the  city  of  Indian¬ 
apolis,  in  the  state  of  Indiana,  and  also  extending  from  the  main  line 
aforesaid  at  a  point  in  Miami  county,  Ohio,  westward,  through  the  county 
of  Darke,  in  Ohio,  to  the  Indiana  state  line  at  Union  City;  and  thence 
westward,  through  the  counties  of  Randolph,  Jay,  Blackford,  Grant, 
Miami,  Casj,  White,  Jasper  and  Newton,  in  Indiana,  to  the  line  of  the 
state  of  Illinois,  in  the  direction  towards  Peoria;  altogether  being  in  length 
of  railway  about  five  hundred  and  eighty-six  and  one-half  (586^)  miles, 
about  four  hundred  and  twenty-four  and  one-half  (424J4)  miles  thereof 
being  in  the  state  of  Indiana,  about  one  hundred  and  thirty-four  and 
one-half  (134J/2)  miles  thereof  being  in  the  state  of  Ohio,  and  about 
twenty-seven  and  one-half  (27^)  miles  thereof  being  in  the  state  of 
Illinois,  including  all  the  railways,  tracks,  rights  of  way,  main  lines, 
branch  lines,  superstructures,  depots,  depot  grounds,  station  houses, 
engine  houses,  car  houses,  freight  houses,  wood  houses,  sheds,  watering 
places,  work  shops,  machine  shops,  bridges,  viaducts,  culverts,  fences  and 
fixtures,  held  or  acquired,  for  use  in  connection  with  said  railway,  or  the 
business  thereof,  and  including  also  all  the  locomotives,  tenders,  passen¬ 
ger,  baggage,  freight  and  other  cars;  and  all  the  machines,  tools,  imple¬ 
ments,  telegraph  poles,  lines,  instruments  and  appurtenances,  and  all  fuel 
and  materials  for  constructing,  operating,  repairing  or  replacing  the  said 
railway  or  the  equipments  or  appurtenances  of  the  said  railway,  together 
with  all  and  singular  the  tenements,  hereditaments  and  appurtenances  to 
the  said  railway  or  any  part  thereof  belonging  or  in  any  wise  appertaining; 
and  the  reversion  and  reversions,  remainder  and  remainders,  tolls,  income, 
rents,  issues  and  profits  thereof;  and  also  all  the  estate,  right,  title,  in¬ 
terest,  property,  possession,  claim  and  demand  whatsoever,  as  well  in 
law  as  in  equity,  of  the  first  party  in  and  to  the  same  and  any  part  and 
parcel  thereof,  with  the  appurtenances,  and  all  properties,  franchises, 
rights  and  things  whatsoever  of  every  name  and  kind  which  were  con¬ 
veyed  in  the  aforesaid  deed  of  said  master  in  chancery  and  said  com¬ 
missioner  to  the  first  party  hereto,  and  including  the  dower  or  right  of 
dower  of  either  of  the  persons  composing  the  party  of  the  first  part 
hereto,  subject,  nevertheless  to  the  aforesaid  mortgage  or  deed  of  trust, 
and  the  terms  and  conditions  thereof,  bearing  date  the  21st  day  of  Feb¬ 
ruary,  1883,  made  by  said  William  L.  Scott  and  wife,  John  S.  Kennedy 
and  wife,  and  Charles  J.  Osborn  and  wife,  to  Conrad  Baker  and  the 
Union  Trust  Company  of  New  York,  trustees,  creating  the  first  lien 
upon  the  property  therein  and  herein  mentioned  for  the  purpose  of 
securing  the  payment  of  said  twenty-two  million  bonds  of  said  Chicago, 


CORPORATE  PIISTORY. 


741 


St.  Louis  and  Pittsburgh  Railroad  Company;  and  subject  also  to  all  liens 
which  were  upon  said  premises  at  the  time  of  the  sale  aforesaid  by  said 
master  in  chancery  and  said  commissioner  to  the  first  party,  but  free 
from  and  discharged  of  the  lease  and  amended  lease  of  the  Columbus, 
Chicago  and  Indiana  Central  Railway  to  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company,  described  in  said  decrees: 

Provided,  nevertheless,  and  it  is  the  true  intent  and  meaning  of  these 
presents,  that  nothing  herein  contained  shall  be  construed  to  express  or 
imply  any  covenant  on  the  part  of  the  first  party,  or  either  of  the  parties 
composing  the  first  party  hereto,  but  that  this  indenture  shall  operate 
to  convey  in  behalf  of  the  first  party,  all  the  estates  and  interest  in  the 
railway,  properties,  estates,  franchises,  rights  and  equipment  hereinbefore 
described,  which  the  first  party,  or  either  of  the  parties  composing  the 
first  party  hereto  may  hold  by  virtue  of  the  aforesaid  deed,  from  said 
master  and  said  commissioner,  and  which  said  first  party,  or  either  of 
the  parties  composing  the  first  party,  each  for  himself  or  herself,  and 
not  one  for  the  other,  can  lawfully  convey  and  no  more;  and  that  the 
said  railway,  properties,  franchises,  rights  and  equipment  are  hereby 
charged  with,  and  shall  pass  by  virtue  of  these  presents,  subject  to  the 
payment  of  all  liabilities  incurred  in  respect  to  said  railway  or  its  busi¬ 
ness.  by  the  first  party  during  their  possession  of  the  same. 

To  have  and  to  hold  the  above  described  railway,  properties,  estates, 
franchises,  rights  and  equipment,  subject,  as  aforesaid,  to  the  said 
Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company,  its  successors 
and  assigns,  to  the  only  proper  use  and  behoof  of  said  company,  and 
its  successors  and  assigns,  forever. 

And  the  second  party,  for  itself,  its  successors  and  assigns,  in  con¬ 
sideration  of  the  premises,  and  in  further  consideration  of  the  sum  of 
one  dollar  paid  by  the  first  party,  the  receipt  whereof  is  hereby  acknowl¬ 
edged,  hereby  covenants  and  agrees  to  and  with  the  first  party,  and  the 
survivors  and  survivor  of  them,  and  the  executors,  administrators  and 
assigns,  of  such  survivor,  as  follows: 

First.  That  the  second  party,  and  its  successors,  shall  and  will  at  all 
times  hereafter,  perform  and  keep  all  and  every  the  conditions,  covenants, 
agreements  and  provisions  contained  in  said  deed  of  trust  from  the  first 
party  hereto  to  Conrad  Baker  and  the  Union  Trust  Company  of  New 
York,  hereinbefore  mentioned,  to  be  by  the  second  party  performed 
and  kept. 

Second.  That  whenever,  and  as  often  as  the  second  party  or  its  suc¬ 
cessors  shall  acquire  any  lands,  or  any  equipment,  or  any  property  or 
thing  of  whatever  name  or  nature  for  use  in  connection  with  the  railway 
hereinbefore  mentioned,  or  any  part  thereof,  or  of  any  of  its  equipment 
or  appurtenances,  or  shall  acquire  any  franchises,  including  every  fran¬ 
chise  to  be  and  act  as  a  corporation  which  may  be  hereafter  acquired 
by  the  second  party  or  its  assigns,  it  shall  and  will  acquire,  possess  and 
hold  the  same,  and  will  likewise  hold  the  franchise  to  be  a  corporation 
heretofore  granted  to  the  second  party  subject  to  and  upon  the  condi¬ 
tions  of  the  said  mortgage  or  deed  of  trust  hereinbefore  mentioned  and 
made  by  the  first  party  to  Conrad  Baker  and  the  Union  Trust  Company 
of  New  York,  until  the  conveyance  thereof  in  pursuance  of  the  cov- 


742  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


enants  and  agreements  hereinafter  contained  shall  be  duly  made  and 
delivered  to  said  Conrad  Baker  and  the  Union  Trust  Company  of  New 
York,  trustees  in  said  mortgage  or  deed  of  trust. 

Third.  That  the  second  party  shall  and  will,  from  time  to  time,  and 
at  all  times  hereafter,  and  as  often  as  thereunto  requested  by  the  trustees, 
or  either  of  them,  in  the  aforesaid  mortgage  or  deed  of  trust,  or  by  the 
surviving  or  continuing  trustee  or  trustees,  or  by  their  successors,  exe¬ 
cute,  acknowledge  and  deliver  all  such  further  deeds,  conveyances  and 
assurances,  for  the  better  assuring  unto  said  trustees  or  their  successor 
or  successors  in  the  trust  created  in  said  mortgage  or  deed  of  trust,  and 
upon  the  trusts  therein  expressed,  the  railway,  properties,  estates,  fran¬ 
chises,  rights  and  equipment  hereinbefore  mentioned  or  intended  so  to 
be,  and  all  other  property  and  things  whatsoever  which  may  be  here¬ 
after  acquired  for  use  in  connection  with  the  same  or  any  part  thereof, 
and  all  franchises  now  held  or  hereafter  acquired,  including  the  franchise 
to  be  a  corporation,  as  by  the  said  trustees,  or  by  their  survivors  or  sur¬ 
vivor,  successors  or  successor,  or  by  their  counsel,  learned  in  the  law, 
shall  be  reasonably  advised  or  required. 

Fourth.  That  the  second  party  shall  at  all  times  hereafter  keep  open 

an  office  or  agency  in  the  city  of  New  York  for  the  payment  of  the 

interest  and  principal  of  the  bonds  of  the  Chicago,  St.  Louis  and  Pitts¬ 
burgh  Railroad  Company,  hereinbefore  described,  as  the  same  shall  be¬ 
come  payable,  according  to  the  tenor  of  said  bonds  and  of  the  coupons 
thereto  annexed;  also,  for  the  transfer  of  the  capital  stock  of  said  com¬ 
pany  and  for  the  registration  of  the  bonds  and  bondholders  of  said 
company,  and  for  such  other  business  of  said  company  as  is  by  said 
mortgage  or  deed  of  trust  required  or  provided  to  be  done  in  said  city 
of  New  York. 

In  witness  whereof,  the  parties  of  the  first  part  have  hereunto  set  their 
hands  and  seals,  and  the  party  of  the  second  part  has  caused  this  in¬ 
denture  to  be  executed  under  its  corporate  seal,  attested  by  its  assistant 
secretary,  in  evidence  of  its  acceptance  of  the  foregoing  conveyance  and 

its  intention  to  perform  the  covenants  therein  stipulated  by  it  to  be  per¬ 

formed,  the  day  and  year  first  above  written. 

Signed  and  sealed  by  all  the  parties  WILLIAM  L.  SCOTT,  [seal] 
in  presence  MARY  M.  SCOTT,  [seal] 

CHARLES  NETTLETON, 

CHAS.  L.  BEAMAN. 

Signed  and  sealed  by  W.  L.  Scott  JOHN  S.  KENNEDY,  [seal] 
and  Mary  M.  Scott,  in  presence  of  EMMA  B.  KENNEDY,  [seal] 

W.  S.  BROWN,  CHARLES  J.  OSBORN,  [seal] 

WM.  BREWSTER.  MIRIAM  A.  OSBORN,  [seal] 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 
[seal]  Attest:  By  W.  L.  SCOTT,  President. 

A.  A.  STULL,  Assistant  Secretary. 

Signed,  sealed  and  acknowledged  by  the  Chicago,  St.  Louis  and  Pitts¬ 
burgh  Railroad  Company  in  the  presence  of 
CHARLES  NETTLETON, 

THOS.  G.  SHEARMAN. 


CORPORATE  HISTORY. 


743 


Duly  acknowledged  before  W.  S.  Brown,  notary  public,  Erie  county, 
Ohio,  March  19,  1883,  and  Charles  Nettleton,  commissioner  for  Ohio, 
Indiana  and  Illinois  in  New  York  City,  March  31,  1883. 

Recorded  in  record  of  deeds,  Cook  county,  Illinois,  April  16,  1883,  vol. 
1338,  page  185;  and  in  the  following  counties  in  Indiana:  Porter,  April 
17,  1883,  vol.  38,  page  19;  Starke,  April  17,  1883,  vol.  W,  page  252;  Lake, 
April  1 7,  1883,  vol.  14,  page  520;  La  Porte,  April  16,  1883,  vol.  53,  page  222; 
Pulaski,  April  19,  1883,  vol.  34,  page  255;  Cass,  April  19,  1883,  vol.  34,  page 
48;  Howard,  April  20,  1883,  vol.  49,  page  500;  Tipton,  April  20,  1883, 
vol.  16,  page  36;  Madison,  April  20,  1883,  vol.  64,  page  452;  Henry,  April 
20,  1883,  vol.  40,  page  26;  Wayne,  April  25,  1883,  vol.  78,  page  36;  Han¬ 
cock,  April  24,  1883,  vol.  BB,  page  343;  Marion,  April  24,  1883,  vol.  159, 
page  512;  Jay,  April  23,  1883,  vol.  23,  page  53;  Randolph,  April  24,  1883, 
vol.  51,  page  146;  Blackford,  April  21,  1883,  vol.  T,  page  203;  Grant, 
April  20,  1883,  vol.  26,  page  410;  Miami,  April  20,  1883,  vol.  20,  page  223; 
White,  April  18,  1883,  vol.  49,  page  13;  Jasper,  April  18,  1883,  vol.  38, 
page  373;  Newton,  April  18,  1883,  vol.  24,  page  407.  Also  recorded  in  the 
following  counties  in  Ohio:  Preble,  April  25,  1883,  vol.  79,  page  160; 
Darke,  April  25,  1883,  vol.  87,  page  121;  Miami,  April  26,  1883,  vol.  72, 
page  5;  Champaign,  April  25,  1883,  vol.  60,  page  462;  Union,  April  23, 
1883,  vol.  54,  page  236;  Madison,  April  26,  1883,  vol.  45,  page  212;  Frank¬ 
lin,  April  26,  1883,  vol.  160,  page  346. 


MORTGAGE. 

William  L.  Scott,  et  al.,  to  Conrad  Baker  and  the  Union  Trust 

Company  of  New  York,  Trustees. 

Dated  February  21,  1883. 

Securing  $22,000,000  first  consolidated  mortgage  bonds  Chicago,  St. 

Louis  and  Pittsburgh  Railroad  Company. 

This  indenture,  made  the  twenty-first  day  of  February,  in  the  year  1883, 
between  William  L.  Scott  and  Mary  M.  Scott,  his  wife,  of  Erie,  Penn¬ 
sylvania,  John  S.  Kennedy  and  Emma  B.  Kennedy,  his  wife,  of  New 
York  City,  and  Charles  J.  Osborn  and  Miriam  A.  Osborn,  his  wife,  of 
New  York  City,  as  first  party,  and  Conrad  Baker,  of  Indianapolis,  Indi¬ 
ana,  and  the  Union  Trust  Company  of  New  York,  trustees,  as  second 
party,  bears  witness: 

Whereas,  The  first  party  has  purchased  the  entire  railroad  heretofore 
known  as  the  Columbus,  Chicago  and  Indiana  Central  Railway,  the 
same  being  situated  within  the  states  of  Ohio,  Indiana  and  Illinois, 
together  with  all  estates,  properties,  rights,  franchises,  equipments  and 
appurtenances  belonging  to  or  connected  with  said  railroad; 

And  whereas,  The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany,  a  corporation  created  and  organized  under  the  laws  of  Indiana, 
and  having  authority  to  become  the  purchaser  and  owner  of  said  rail¬ 
road,  together  with  all  the  estates,  properties,  rights,  franchises,  equip¬ 
ment  and  appurtenances  belonging  thereto  or  connected  therewith,  has 
negotiated  for  the  purchase  of  the  same  of  the  first  party,  and  has  cov- 


744  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

» 

enanted  and  agreed,  and  is  about  ready  to  deliver  to  the  first  party,  in 
part  payment  thereof,  twenty-two  thousand  first  consolidated  bonds  of 
said  company,  each  for  the  sum  of  one  thousand  dollars;  all  of  which 
bonds,  notwithstanding  the  same  may  be  issued  at  different  times,  are 
to  be  equally  secured  by  this  indenture  and  are  to  be  authenticated  by 
the  Union  Trust  Company,  one  of  the  parties  composing  the  second  party 
hereto,  said  bonds  to  be  substantially  in  one  of  the  following  forms; 

United  States  of  America. 

States  of  Ohio,  Indiana  and  Illinois. 

First  Consolidated  Mortgage  Sinking  Fund  Coupon  Bond. 

No.  $1000. 

Loan  of  $22,000,000. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company 

Acknowledges  itself  to  be  indebted  to  the  bearer  in  the  sum  of  one  thou¬ 
sand  dollars,  which  sum  the  said  company  promises  to  pay  to  the  bearer 
in  gold  coin  of  the  United  States  of  America,  of  the  present  standard  of 
weight  and  fineness,  at  its  agency  in  the  city  of  New  York,  on  the  first 
day  of  October,  one  thousand  nine  hundred  and  thirty-two,  with  interest 
thereon  at  the  rate  of  five  per  centum  per  annum,  payable  semi-annually, 
in  like  money,  at  said  agency,  on  the  first  days  of  April  and  October  in 
each  >ear,  on  presentation  and  surrender  of  the  annexed  coupons,  as 
they  severally  become  due. 

This  bond  is  one  of  a  series  of  twenty-two  thousand,  each  of  the  same 
amount  and  date,  numbered  consecutively  from  1  to  22,000,  inclusive,  the 
creation  and  issue  of  which  have  been  duly  authorized  by  law  and  by 
proper  corporate  action. 

This  bond  is  entitled  to  the  security  and  subject  to  the  provisions  of 
a  mortgage,  dated  February  21,  1883,  duly  executed  and  delivered  by 
Wm.  L.  Scott  and  wife,  John  S.  Kennedy  and  wife,  and  Charles  J. 
Osborn  and  wife,  to  Conrad  Baker,  of  Indianapolis,  Indiana,  and  the 
Union  Trust  Company  of  New  York,  trustees,  and  also  of  a  mortgage 
duly  executed  and  delivered  by  said  railroad  company  to  the  same 
trustees,  covering  the  entire  railroad,  property  and  franchises  of  said 
railroad  company,  to  secure  the  full  and  final  payment  of  said  twenty- 
two  thousand  bonds  as  in  the  said  mortgages  recited,  so  that  each  of  the 
said  bonds,  when  and  as  the  same  may  be  issued,  shall  be  equally  secured 
by  the  said  mortgages,  without  preference,  priority  or  distinction. 

Bonds  of  this  issue,  to  the  amount  of  $5,500,000,  are  reserved  by  the 
said  Union  Trust  Company,  for  the  purpose  of  satisfying  prior  sectional 
bonds;  which  bonds  being  so  satisfied,  the  mortgages  securing  this 
bond  will  become  the  first  lien  on  the  property  mentioned  therein. 

The  principal  and  interest  of  this  bond  are  payable  without  deduction 
for  any  tax  which  may  be  imposed  thereon,  either  by  the  laws  of  the 
United  States  of  America,  or  of  the  states  of  Ohio,  Indiana  or  Illinois, 
which  the  said  railroad  company  may  be  required  to  retain  therefrom. 

And  it  is  hereby  agreed  between  said  company  and  the  holder  of 
this  bond,  that  no  recourse  shall  be  had  for  its  payment  to  the  individual 
liability  of  any  stockholder  of  said  company,  and  that  in  case  of  any 


CORPORATE  HISTORY. 


745 


default  in  the  payment  hereof,  the  said  company  hereby  waives  the  benefit 
of  any  extension,  stay  or  appraisement  laws  that  may  be  then  in  force. 

This  bond  shall  not  become  valid  until  the  certificate  authenticating 
the  same,  which  is  endorsed  hereon,  shall  be  signed  by  said  Union  Trust 
Company,  and  shall  pass  by  delivery  and  may  be  exchanged  for  a  regis¬ 
tered  bond  of  like  denomination  on  presentation  at  the  agency  of  the 
railroad  company  in  the  city  of  New  York,  with  the  unmatured  coupons 
attached. 

In  witness  whereof,  the  said  Chicago,  St.  Louis  and  Pittsburgh  Rail¬ 
road  Company  has  caused  this  bond  to  be  executed  under  its  corporate 
seal,  this  thirty-first  day  of  March,  in  the  year  one  thousand  eight  hundred 
and  eighty-three. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 

- ,  President. 

Attest: 

- ,  Secretary. 

[trustees  certificate.] 

We  hereby  certify  that  the  within  bond  is  one  of  the  series  described 
in  the  mortgages  within  referred  to. 

- ,  Trustee. 

[coupon.] 

On  the  first  day  of  the  Chicago,  St.  Louis  and 

Pittsburgh  Railroad  Company  will  pay  to  the  bearer,  at  its  agency  in 
the  city  of  New  York,  twenty-five  dollars  in  gold  coin  of  the  United 

States  of  America,  being  six  months  interest  on  bond  No.  - . 

$25.  - ,  Treasurer. 

United  States  of  America. 

States  of  Ohio,  Indiana  and  Illinois. 

First  Consolidated  Mortgage  Sinking  Fund  Registered  Bond. 

No.  -  $1000. 

Loan  of  $22,000,000. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company 

Acknowledges  itself  to  be  indebted  to  the  registered  owner  hereof  in  the 
sum  of  one  thousand  dollars:  which  sum  the  said  company  promises  to 
pay  to  such  owner,  in  gold  coin  of  the  United  States  of  America,  of  the 
present  standard  of  weight  and  fineness,  at  its  agency  in  the  city  of  New 
Yoi^k,  on  the  first  day  of  October,  one  thousand  nine  hundred  and  thirty- 
two,  with  interest  thereon  at  the  rate  of  five  per  centum  per  annum,  pay¬ 
able  semi-annually,  in  like  money,  at  said  agency,  on  the  first  days  of 
April  and  October  in  each  year. 

This  bond  is  one  of  a  series  of  twenty-two  thousand,  each  of  the  same 
amount  and  date,  numbered  consecutively  from  1  to  22,000,  inclusive; 
the  creation  and  issue  of  which  have  been  duly  authorized  by  law  and 
by  proper  corporate  action. 

This  bond  is  entitled  to  the  security  and  subject  to  the  provisions  of 
a  mortgage,  dated  February  21,  1883,  duly  executed  and  delivered  by  Wm. 


746  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

L.  Scott  and  wife,  John  S.  Kennedy  and  wife,  and  Charles  J.  Osborn 
and  wife,  to  Conrad  Baker,  of  Indianapolis,  Indiana,  and  the  Union  Trust 
Company  of  New  York,  trustees,  and  also  of  a  mortgage  duly  executed 
and  delivered  by  said  railroad  company  to  the  same  trustees,  covering 
the  entire  railroad,  property  and  franchises  of  said  railroad  company,  to 
secure  the  full  and  final  payment  of  said  twenty-two  thousand  bonds  as 
in  the  said  mortgages  recited,  so  that  each  of  the  said  bonds,  when  and 
as  the  same  may  be  issued,  shall  be  equally  secured  by  the  said  mortgages, 
without  preference,  priority  or  distinction. 

Bonds  of  this  issue,  to  the  amount  of  $5,500,000,  are  reserved  by  the 
said  Union  Trust  Company,  for  the  purpose  of  satisfying  prior  sectional 
bonds;  which  bonds  being  so  satisfied,  the  mortgages  securing  this  bond 
will  become  the  first  lien  on  the  property  mentioned  therein. 

The  principal  and  interest  of  this  bond  are  payable  without  deduction 
for  any  tax  which  may  be  imposed  thereon,  either  by  the  laws  of  the 
United  States  of  America,  or  of  the  states  of  Ohio,  Indiana  or  Illinois, 
which  the  said  railroad  company  may  be  required  to  retain  therefrom. 

And  it  is  hereby  agreed  between  said  company  and  the  holder  of  this 
bond,  that  no  recourse  shall  be  had  for  its  payment  to  the  individual 
liability  of  any  stockholder  of  said  company,  and  that  in  case  of  any 
default  in  the  payment  hereof,  the  said  company  hereby  waives  the  benefit 
of  any  extension,  stay  or  appraisement  laws  that  may  be  then  in  force. 

This  bond  shall  not  become  valid  until  the  certificate  authenticating 
the  same,  which  is  endorsed  hereon,  shall  be  signed  by  said  Union  Trust 
Company,  and  may  be  transferred  by  assignment,  registered  at  the 
agency  of  the  railroad  company,  in  the  city  of  New  York. 

In  witness  whereof,  the  said  Chicago,  St.  Louis  and  Pittsburgh  Rail¬ 
road  Company  has  caused  this  bond  to  be  executed  under  its  corporate 
seal,  this  thirty-first  day  of  March,  in  the  year  one  thousand  eight  hundred 
and  eighty-three. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 

- ,  President. 

Attest: 

- ,  Secretary. 

[trustees’  certificate.] 

We  hereby  certify  that  the  within  bond  is  one  of  the  series  described 
in  the  mortgages  within  referred  to. 

- ,  Trustee. 

And  whereas,  The  railroad  and  properties,  so  to  be  sold  as  aforesaid, 
are  now  claimed  to  be  subject  to  various  sectional  bonds,  issued  by  the 
several  corporations  which  form,  by  successive  consolidations,  the  Co¬ 
lumbus,  Chicago  and  Indiana  Central  Railway  Company,  amounting 
in  the  aggregate  to  $5,343,000: 

And  whereas,  The  sale  which  is  to  be  made  of  said  railroad  by  the 
first  party  of  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 
pursuant  to  the  aforesaid  negotiation  as  well  as  this  present  indenture, 
is  subject  to  the  outstanding  sectional  bonds  issued  by  the  said  several 
corporations: 


CORPORATE  HISTORY. 


747 


And  whereas,  It  is  intended  to  take  up  and  satisfy  all  the  said  prior 
sectional  bonds  by  the  use  of  bonds  secured  by  this  consolidated  mort¬ 
gage,  to  the  end  that  this  may  become  the  first  mortgage  lien  upon  all 
the  property  herein  described: 

Now,  therefore,  this  indenture  witnesseth,  That  the  first  party,  in  con¬ 
sideration  of  the  premises,  and  in  further  consideration  of  the  sum  of  one 
dollar  in  hand  paid  by  the  second  party,  receipt  whereof  is  hereby 
acknowledged,  and  especially  in  order  to  secure  the  payment  of  said 
twenty-two  thousand  mortgage  bonds  and  interest  thereon,  has  granted 
bargained,  sold,  transferred  and  conveyed,  and  does  hereby  grant,  bargain, 
sell,  transfer  and  convey  unto  the  second  party,  as  joint  tenants,  and  not 
as  tenants  in  common,  and  to  the  survivor  of  them,  their  successors  and 
assigns,  the  following  described  railroad,  heretofore  known  as  the  Co¬ 
lumbus.  Chicago  and  Indiana  Central  Railway,  extending  from  the  city 
of  Chicago,  in  the  state  of  Illinois,  through  the  county  of  Cook  in  said 
state,  southward  to  the  state  of  Indiana,  and  through  the  counties  oi 
Lake,  Porter,  La  Porte,  Starke,  Pulaski,  Cass,  Howard,  Tipton,  Madi¬ 
son,  Henry  and  Wayne,  in  Indi.ana,  to  the  city  of  Richmond,  in  the  state 
of  Indiana,  and  thence  eastward  to  the  boundary  line  of  the  state  of  Ohio, 
and  through  the  counties  of  Preble,  Darke,  Miami,  Champaign,  Union, 
Madison  and  Franklin,  in  the  state  of  Ohio,  to  the  city  of  Columbus, 
Ohio,  and  also  extending  from  the  city  of  Richmond  aforesaid,  westward 
through  the  counties  of  Wayne,  Henry,  Hancock  and  Marion,  to  the  city 
of  Indianapolis,  in  the  state  of  Indiana,  and  also  extending  from  the 
main  line  aforesaid  at  a  point  in  Miami  county,  Ohio,  westward  through 
the  county  of  Darke,  in  Ohio,  to  the  Indiana  state  line  at  Union  City, 
and  thence  westward  through  the  counties  of  Randolph,  Jay,  Blackford, 
Grant,  Miami,  Cass,  White,  Jasper  and  Newton,  in  Indiana,  to  the  line  of 
the  state  of  Illinois,  in  the  direction  toward  Peoria;  altogether  being  in 
length  of  railway  about  five  hundred  and  eighty-six  and  one-half  (586U2) 
miles,  about  four  hundred  and  twenty-four  and  one-half  (424^)  miles 
thereof  being  in  the  state  of  Indiana,  about  one  hundred  and  thirty-four 
and  one-half  (134J2)  miles  thereof  being  in  the  state  of  Ohio,  and  about 
twenty-seven  and  one-half  (27 JO  miles  thereof  being  in  the  state  of  Illinois, 
including  all  the  railways,  tracks,  rights  of  way,  main  lines,  branch  lines, 
superstructures,  depots,  depot  grounds,  station  houses,  engine  houses, 
car  houses,  freight  houses,  wood  houses,  sheds,  watering  places,  work¬ 
shops,  machine  shops,  bridges,  viaducts,  culverts,  fences  and  fixtures, 
held  or  acquired,  or  hereafter  to  be  acquired,  for  use  in  connection  with 
said  railroad  or  the  business  thereof,  and  including,  also,  all  locomotives, 
tenders,  passenger,  baggage,  freight  and  other  cars,  machines,  tools,  im¬ 
plements,  telegraph  poles,  lines,  instruments  and  appurtenances,  fuel  and 
materials  for  constructing,  operating,  repairing  or  replacing  the  said 
railroad  or  its  equipments  or  appurtenances,  now  held  by  the  first  party 
or  hereafter  to  be  acquired  by  them  or  their  assigns,  or  by  said  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company,  and  connected  with  or 
relating  to  said  railroad,  or  to  the  construction,  maintenance  or  use 
thereof,  together  with  all  and  singular  the  tenements,  hereditaments  and 
appurtenances  to  the  said  railroad  or  any  part  thereof  belonging  or  in 


74-8  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

any  wise  appertaining;  and  also  all  the  rights,  privileges,  immunities  and 
franchises  formerly  belonging  to  the  Columbus,  Chicago  and  Indiana 
Central  Railway  Company,  and  now  owned  by  the  first  party,  and  the 
reversion  and  reversions,  remainder  and  remainders,  tolls,  income, 
rents,  issues  and  profits  thereof  of  said  railroad  and  its  appurtenances; 
and  also  all  the  estate,  right,  title,  interest,  property,  possession,  claim 
and  demand  whatsoever,  as  well  in  law  as  in  equity,  of  the  first  party, 
or  their  assigns,  in  and  to  the  same,  and  any  part  and  parcel  thereof, 
with  the  appurtenances. 

To  have  and  to  hold  the  above  described  railroad,  properties,  estates, 
rights,  franchises  and  appurtenances,  subject,  as  aforesaid,  to  said  prior 
sectional  bonds,  unto  the  second  party,  as  joint  tenants  and  not  as  tenants 
in  common,  and  to  the  survivor  of  them,  their  successors  and  assigns 
forever;  in  trust,  nevertheless,  for  the  uses  and  purposes  herein  expressed, 
to  wit: 

First.  Until  default  shall  be  made  by  said  Chicago,  St.  Louis  and 
Pittsburgh  Railroad  Company,  its  successors  or  assigns,  in  the  due  ob¬ 
servance  of  the  covenants  and  agreements  hereinafter  contained,  on  the 
part  and  behalf  of  the  said  railroad  company,  or  in  the  payment  of  the 
principal  or  interest  of  said  bonds,  or  any  one  of  them,  when  the  same 
shall  become  due  and  payable,  said  railroad  company  shall  be  suffered 
and  permitted  to  remain  in  the  actual  possession  of  the  said  railroad, 
properties,  estates  and  franchises,  and  to  exercise  the  franchises  and 
rights  relating  thereto,  and  to  collect,  receive  and  use  the  tolls,  income, 
rents,  revenues,  issues  and  profits  thereof,  in  any  manner  which  will  not 
impair  the  lien  created  by  this  indenture. 

Second.  In  case  said  railroad  company  shall  at  any  time  neglect,  for  a 
period  of  six  months,  to  pay  the  semi-annual  interest  due  on  any  of  the 
bonds  hereby  secured,  after  demand  made  therefor,  or  to  pay,  when  due, 
any  sum  hereinafter  required  to  be  paid  for  sinking  fund  purposes,  then 
and  in  either  such  case,  upon  the  written  request  of  the  holders  of  at  least 
one-fourth  in  amount  of  said  bonds  then  outstanding,  the  said  trustees 
or  one  of  them  shall  serve  upon  the  said  company  a  written  notice  that 
the  principal  of  all  the  bonds  hereby  secured  shall  become  immediately 
due  and  payable,  and  the  same  shall  thereupon  be  due  and  payable 
accordingly.  And  in  any  such  case,  or  in  case  the  said  company  shall 
fail  to  pay  the  principal  of  any  bond  hereby  secured,  when  the  same  be¬ 
comes  due  and  payment  thereof  has  been  demanded,  the  said  trustees  shall, 
upon  like  request  as  aforesaid,  accompanied  by  a  tender  on  behalf  of 
such  bondholders,  or  any  of  them,  of  security  satisfactory  to  such  trustees 
against  personal  loss  or  liability,  enter  upon  and  take  possession,  either 
with  or  without  judicial  proceedings,  as  may  be  deemed  best  by  such 
trustees,  of  the  railroad,  estate,  real  and  personal  property  and  fran¬ 
chises  hereby  mortgaged  or  intended  so  to  be,  and  shall  and  will  there¬ 
upon  operate,  use,  manage  and  control  the  said  railroad,  estate,  real  and 
personal  property  and  franchises,  possession  of  which  may  be  so  taken, 
and  collect  the  revenue,  tolls,  rents,  income,  interest  and  profits  arising 
therefrom,  and  appropriate  the  net  income  and  proceeds  derived  there¬ 
from  (after  deducting  the  expenses  of  this  trust  and  such  sum  or  sums 


CORPORATE  HISTORY. 


749 


as  may  be  sufficient  to  indemnify  the  trustees  against  any  liability,  loss 
or  damage  for  or  on  account  of  any  matter  or  thing  done  by  them,  in 
good  faith,  in  pursuance  of  their  duty  as  such  trustees)  to  the  payment 
in  full,  without  giving  preference,  priority  or  distinction  to  one  bond 
over  another,  first,  of  the  interest  accrued  and  accruing  upon  all  the 
bonds  then  outstanding  and  hereby  secured,  and  second,  of  the  principal 
of  such  bonds,  if  the  said  income  and  proceeds  be  sufficient,  but  if  not, 
then  pro  rata;  and  said  trustees,  after  or  without  entering  upon  or  taking 
such  possession,  but  upon  the  written  request  of  the  holders  of  a  like 
amount  of  said  bonds  then  outstanding,  and  upon  tender  of  satisfactory 
security,  as  above  provided,  shall  proceed,  with  or  without  judicial  pro¬ 
ceedings,  as  to  such  trustees  may  seem  best,  to  sell  the  railroad,  estate, 
real  and  personal  property  and  franchises  hereby  mortgaged  or  intended 
so  to  be,  to  the  highest  and  best  bidder,  at  public  sale,  in  the  city  of 
Indianapolis,  first  giving  at  least  sixty  days’  notice  of  such  intended  sale 
by  publication,  to  be  made  at  least  twice  in  each  week,  in  at  least  two 
daily  newspapers,  published  in  each  of  the  cities  of  New  York,  Chicago, 
Indianapolis  and  Columbus,  Ohio;  and  it  shall  be  lawful  for  said  trustees 
to  make  and  deliver  to  any  purchaser  at  such  sale  a  good  and  sufficient 
deed  or  deeds,  conveying  the  railroad,  estate,  real  and  personal  property 
and  franchises  sold,  as  aforesaid. 

Third.  It  is  hereby  expressly  declared  and  agreed  that  any  sale  which 
shall  be  made,  as  aforesaid,  shall  be  a  perpetual  bar,  both  in  law  and  in 
equity,  against  the  said  first  party,  and  against  the  Chicago,  St.  Louis 
and  Pittsburgh  Railroad  Company,  and  against  any  and  all  persons 
whomsoever,  claiming  or  to  claim  the  premises  or  franchises  so  sold,  or 
any  part  or  parcel  thereof,  by,  from,  through  or  under  the  said  first 
party  or  their  assigns.  And,  after  deducting  from  the  proceeds  of  such 
sale  just  allowance  for  all  expenses  connected  therewith,  including 
counsel  fees,  as  well  as  any  and  all  advances,  expenses  and  liabilities 
which  may  have  been  made  or  incurred  by  the  said  trustees  in  operating 
or  maintaining  said  railroad,  or  in  managing  the  business  thereof,  while 
the  same  shall  have  been  in  their  possession,  or  in  arranging  for  and 
completing  the  sale  aforesaid,  and  also  all  payments  which  may  have 
been  made  by  such  trustees  for  taxes  and  assessments  or  for  charges  or 
liens  prior  to  the  liens  of  this  indenture,  if  any  such  there  shall  be  on  the 
said  premises  and  franchises  so  sold,  or  any  part  thereof,  as  well  as  just 
and  reasonable  compensation  for  the  trustees’  services,  they  shall  apply 
the  proceeds  of  such  sale  to  the  payment  of  the  principal  of  such  of  the 
said  bonds  as  may  be  at  that  time  outstanding  and  unpaid,  whether  or 
not  such  principal  shall  have,  by  the  terms  of  said  bonds,  previously 
become  due,  and  of  the  unpaid  interest  which  shall  have  accrued  upon 
the  said  principal  up  to  that  time,  with  interest  thereon  if  the  same  be 
overdue,  without  discrimination  or  preference  between  principal  and  in¬ 
terest,  but  ratably  to  the  aggregate  amount  of  such  unpaid  principal  and 
accrued  and  unpaid  interest. 

Fourth.  Nothing  herein  contained  shall  be  construed  as  limiting  the 
right  of  the  said  trustees  to  apply  to  the  courts  for  judgment  or  decree 
of  foreclosure  and  sale  under  this  indenture,  or  for  the  usual  relief  in 


750  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


the  course  of  such  proceedings;  and  the  said  trustees  may,  in  their  discre¬ 
tion,  apply  to  any  competent  court  for  relief  by  way  of  foreclosure  or 
otherwise,  if  so  advised  by  counsel,  instead  of  taking  possession  of  or 
selling  the  said  property  when  required  to  do  so  by  bondholders. 

Fifth.  It  is  hereby  expressly  declared  and  agreed  that,  upon  any  sale 
of  said  premises  which  may  be  made  under  or  by  virtue  of  the  powers 
herein  given  to  the  trustees,  or  under  the  judgment  or  decree  of  any 
court  of  competent  jurisdiction  rendered  in  any  suit  or  proceeding  for 
the  enforcement  or  foreclosure  of  the  lien  hereby  created,  the  principal 
of  all  the  bonds  aforesaid  shall  become  and  be  immediately  due  and 
payable;  and  payment  shall  be  made  to  the  holders  of  the  bonds  and 
coupons,  without  discrimination  or  preference  on  account  of  the  time 
of  the  actual  issue  of  said  bonds;  and  if,  after  the  payment  in  full  of  all 
the  said  bonds,  principal  and  interest,  including  the  interest  on  over¬ 
due  interest,  any  surplus  of  the  proceeds  of  sale  shall  remain  in  the  hands 
of  the  trustees,  such  surplus  shall  be  paid  to  the  Chicago,  St.  Louis  and 
Pittsburgh  Railroad  Company,  its  successors  or  assigns,  or  as  any  court 
of  competent  jurisdiction  shall  lawfully  direct. 

In  the  event  of  a  sale  by  the  trustees  without  judicial  proceedings, 
they  may  adjourn  such  sale  by  announcement  made  at  the  time  and  place 
appointed  therefor,  and  may  make  such  sale  at  the  time  and  place  to 
which  the  same  may  be  so  adjourned,  without  further  notice  thereof. 
The  receipt  of  the  trustees  shall  be  a  sufficient  discharge  to  the  purchaser 
or  purchasers  of  the  property  which  shall  be  sold  as  aforesaid  for  the 
purchase  money;  and  such  purchaser  or  purchasers  shall  not,  after  paying 
such  purchase  money  and  receiving  such  receipt,  be  bound  to  see  to  the 
application  of  such  purchase  money  upon  or  for  the  trusts  or  purposes 
of  this  indenture,  or  be  in  any  manner  whatsoever  answerable  for  any 
loss,  misapplication  or  non-application  of  such  purchase  money  or  of 
any  part  thereof;  and  in  case  of  default,  as  aforesaid,  the  property  em¬ 
braced  in  this  indenture  may  be  sold  free  from  the  operation  of  any 
appraisement,  stay  or  execution  laws,  which  now  exist  or  may  be  here¬ 
after  enacted. 

Sixth.  It  is  hereby  declared  that,  at  any  public  sale  of  the  premises 
and  franchises  hereby  conveyed,  made  by  virtue  of  the  power  hereby 
granted  or  by  judicial  authority,  for  the  purpose  of  enforcing  the  lien  of 
this  indenture,  the  trustees  under  this  indenture  may,  in  their  discretion, 
purchase  and  acquire  the  property  so  offered  for  sale,  on  behalf  of  all 
holders  of  the  bonds  and  coupons  secured  by  this  indenture,  then  out¬ 
standing;  provided,  however,  that  nothing  herein  contained  shall  author¬ 
ize  said  trustees  to  bid  on  behalf  of  such  holders  a  sum  exceeding  the 
whole  amount  of  said  bonds,  principal  and  interest,  then  outstanding, 
with  the  interest  accrued  thereon,  and  the  expenses  of  such  sale,  for  the 
entire  property  and  franchises  then  held  upon  the  trusts  of  this  indenture, 
or  an  amount  reasonably  proportioned  thereto  for  any  part  thereof;  and 
it  is  hereby  further  declared,  that  the  bonds  and  overdue  interest  afore¬ 
said  shall  be  received  in  payment  of  the  purchase  money  of  any  property 
sold  as  aforesaid,  as  equivalent  to  so  much  of  the  said  purchase  money 
as  would  be  distributable  and  payable  thereon. 


CORPORATE  HISTORY. 


751 


Seventh.  The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company 
shall,  on  or  before  the  first  day  of  April,  in  the  year  1893,  and  on  or  be¬ 
fore  the  first  day  of  April,  in  each  year  thereafter,  until  the  entire  issue 
of  bonds  hereby  secured  shall  be  paid,  pay  to  the  trustees,  out  of  the  net 
earnings  of  the  said  company,  a  sum  equal  to  one  per  centum  of  the 
principal  of  said  bonds  then  outstanding,  as  and  for  a  sinking  fund  for 
the  redemption  thereof;  and  in  addition  to  said  annual  payment,  said 
railroad  company  shall  at  the  same  time  pay  to  the  trustees  a  further  sum, 
equal  to  one  year’s  interest  upon  the  aggregate  amount  of  bonds  which, 
at  the  time  of  such  payment,  shall  have  been  purchased  as  hereinafter 
stated.  The  moneys  so  paid  to  the  trustees  as  a  sinking  fund  shall  be 
applied  as  follows: 

The  trustees  shall,  within  a  reasonable  time  after  each  payment  as 
aforesaid,  invite  proposals  for  sales  to  them  of  bonds  hereby  secured 
to  the  extent  of  the  money  received  by  them  as  aforesaid,  by  advertise¬ 
ment  published  once  a  week,  for  three  consecutive  weeks,  in  a  news¬ 
paper  of  general  circulation  in  the  city  of  New  York;  and  after  the  last 
publication  of  such  notice,  they  shall  accept  and  purchase  said  bonds 
from  the  persons  offering  the  same,  at  the  lowest  rate,  without  discrimi¬ 
nation  or  preference,  provided  the  same  can  be  bought  at  a  price  not 
exceeding  105  per  centum  and  accrued  interest;  and  provided  further 
that  said  trustees  may  purchase  said  bonds  at  public  or  private  sale,  if 
they  can  be  obtained  at  a  cheaper  rate  than  from  parties  offering  pursuant 
to  such  advertisement.  The  expense  of  said  advertisement  shall  be  paid 
out  of  the  sinking  fund. 

If,  within  thirty  days  after  the  last  advertisement  in  any  year,  said 
bonds  cannot  be  bought  at  or  below  one  hundred  and  five  per  centum 
and  accrued  interest,  to  the  full  amount  of  the  sinking  fund  for  such  year, 
the  unexpended  portion  thereof  shall  be  refunded  to  said  railroad  com¬ 
pany  at  once. 

The  trustees  shall  keep  a  correct  account  of  all  moneys  received  by 
them  for  sinking  fund  purposes,  and  of  the  disposition  made  of  the  same, 
and  also  a  registry  of  the  numbers  of  the  bonds  which  shall  be  purchased 
with  the  moneys  of  said  sinking  fund,  and  the  prices  paid  for  the  same: 
which  registry  and  account  shall  at  all  reasonable  times  be  open  to  the 
inspection  of  any  holder  of  said  bonds,  as  well  as  of  the  president  or  other 
duly  authorized  agent  of  said  Chicago,  St.  Louis  and  Pittsburgh  Railroad 
Company;  and  the  trustees  shall,  on  or  before  the  31st  day  of  December 
in  each  year,  furnish  a  transcript  of  such  registry  and  account  to  said 
railroad  company.  All  bonds  which  may  be  purchased  by  the  trustees, 
as  herein  provided,  shall  be  at  once  by  them  canceled  and  delivered  to 
said  railroad  company. 

Eighth.  It  shall  be  lawful  for  the  said  railroad  company,  from  time 
to  time,  upon  payment  of  the  consideration  therefor  to  the  trustees,  to 
sell,  at  a  fair  price,  any  part  of  the  hereby  mortgaged  premises,  free  and 
clear  from  the  lien  or  incumbrance  of  this  indenture,  and  to  convey  the 
same,  without  liability  on  the  part  of  the  grantee  for  the  disposition  by 
the  trustees  of  the  price  so  paid;  provided,  however,  that  the  proceeds 
of  any  sale  so  made  shall,  at  the  option  of  said  railroad  company,  be  in- 


7 52  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


vested  by  it  either  in  the  improvement  of  any  remaining  part  of  the 
mortgaged  premises,  or  in  the  purchase,  at  a  fair  price,  of  other  property, 
real  or  personal,  which  property  so  purchased  shall  be  subject  to  all 
trusts  hereby  declared  with  respect  to  the  property  in  this  indenture 
described,  and  shall  be  conveyed  in  mortgage  by  said  railroad  company  to 
the  said  trustees;  or  such  proceeds  of  sale,  if  not  so  used,  shall  be  invested 
by  the  said  trustees  in  the  purchase  of  bonds  hereby  secured,  which 
bonds  so  purchased  shall  be  forthwith  canceled  and  delivered  to  said 
railroad  company. 

Ninth.  Five  thousand  five  hundred  coupon  bonds  of  the  issue  hereby 
secured,  numbered  i  to  5500  inclusive,  shall  be  signed  by  the  proper 
officers  of  the  said  railroad  company,  but  not  sealed  with  its  seal,  and 
shall  be  deposited  with  the  said  Union  Trust  Company,  in  trust  to  hold 
the  same  for  the  sole  purpose  of  retiring  sectional  bonds  prior  in  lien 
to  those  hereby  secured;  and  the  trust  company  shall  deliver  such  bonds 
only  to  the  said  railroad  company  upon  receiving,  in  exchange  therefor, 
an  amount  equal  in  par  value  to  the  coupon  bonds  so  delivered,  from 
among  bonds  purporting  to  be  of  the  following  issues,  to  wit:  First  mort¬ 
gage  bonds  of  the  Columbus  and  Indianapolis  Railroad  Company,  for 
$157,000,  first  preferred,  and  $153,500,  common;  second  mortgage  bonds 
of  the  same  company,  for  $3,500;  first  mortgage  bonds  of  the  Columbus 
and  Indianapolis  Central  Railway  Company,  for  $2,631,000;  second  mort¬ 
gage  bonds  of  the  same  company,  for  $780,000;  first  mortgage  bonds  of 
the  Union  and  Logansport  Railroad  Company,  for  $715,000;  first  mortgage 
bonds  of  the  Toledo,  Logansport  and  Burlington  Railroad  Company,  for 
$510,500;  income  bonds  of  the  same  company,  for  $41,534.77;  first  mortgage 
bonds  of  the  Cincinnati  and  Chicago  Air  Line  Railway  Company,  for 
$108,500;  sinking  fund  bonds  of  the  same  company,  for  $8,350.50;  first 
mortgage  bonds  of  the  Chicago  and  Great  Eastern  Railway  Company, 
for  $109,222.50;  income  bonds  of  the  same  company,  for  $10,150;  first 
mortgage  bonds  of  the  Chicago  and  Great  Eastern  Railway  Company  (a 
corporation  organized  as  successor  to  the  former  company  of  that  name), 
for  $116,850;  construction  and  equipment  bonds  of  the  same  company, 
for  $6,035.53;  and  income  bonds  of  the  Columbus  and  Indiana  Central 
Railway  Company,  for  $39,000;  and  said  trust  company  shall  cancel  all 
such  bonds,  sc)  received  by  it,  in  exchange  for  bonds  deposited  as  afore¬ 
said;  and  when  all  the  bonds  specially  recited  as  aforesaid,  with  all 
coupons  thereto  attached,  have  been  received  and  canceled  by  said  trust 
company,  it  shall  deliver  to  said  railroad  company  all  the  residue  of  the 
bonds  deposited  as  aforesaid. 

Tenth.  Whenever  a  vacancy  or  vacancies  shall  occur  in  this  trust  from 
the  death,  resignation,  refusal  or  incapacity  to  act,  of  either  of  the  par¬ 
ties  of  the  second  part  hereto,  or  from  any  cause  whatever,  said  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company  shall  have  full  power  and 
authority,  by  resolution  of  its  board  of  directors,  to  declare  such  vacancy 
and  nominate  and  appoint  a  new  trustee  or  trustees  for  the  purpose  of 
filling  the  vacancy  or  vacancies  so  caused:  such  nomination  and  appoint¬ 
ment  shall  be  made  by  instrument  of  writing,  executed  under  the  cor¬ 
porate  seal  of  the  company,  and  the  acceptance  of  the  trust  by  such  new 


CORPORATE  HISTORY. 


753 


trustee  or  trustees  shall  be  endorsed  upon  such  instrument  of  writing; 
and  the  trustee  or  trustees  so  appointed  shall  be  invested  with  the  same 
trusts  and  have  the  same  powers  as  the  trustees  herein  named,  and  shall 
be  subject  to  all  the  stipulations  and  conditions  of  this  indenture. 

Eleventh.  It  is  hereby  covenanted  and  agreed,  and  this  trust  is  accepted 
upon  the  express  condition,  that  said  trustees  shall  not,  nor  shall  any 
future  trustee,  incur  any  liability  or  responsibility  whatever,  in  conse¬ 
quence  of  permitting  or  suffering  said  Chicago,  St.  Louis  and  Pittsburgh 
Railroad  Company,  its  successors  or  assigns,  to  retain  or  be  in  posses¬ 
sion  of  the  railroad,  estates,  property  and  premises  hereby  mortgaged, 
or  agreed  or  intended  so  to  be,  or  any  part  thereof,  and  to  use  and 
enjoy  the  same;  nor  shall  said  trustees  nor  any  future  trustee  be  or 
become  responsible  or  liable  for  any  destruction,  deterioration,  loss, 
injury  or  damage,  which  may  be  done  or  occur  to  the  railroad,  estates, 
property  and  premises  hereby  mortgaged,  or  intended  so  to  be,  by  said 
railroad  company,  its  agents  or  servants,  or  by  any  other  person  or 
persons  whomsoever;  nor  shall  any  such  trustee  be  in  any  way  responsible 
for  the  consequences  of  any  breach  on  the  part  of  said  railroad  company 
of  any  of  the  covenants  herein  contained,  or  of  any  act  of  its  agents  or 
servants;  nor  shall  any  such  trustee  be  or  become  liable  or  responsible 
for  any  cause,  matter  or  thing,  except  for  his  own  gross  negligence,  or 
willful  and  intentional  breach  of  any  trust  herein  expressed  and  contained. 

Provided,  always,  that  if  said  Chicago,  St.  Louis  and  Pittsburg  Rail¬ 
road  Company,  its  successors  or  assigns,  shall  well  and  truly  pay,  or 
cause  to  be  paid,  unto  the  several  persons,  bodies  politic  or  corporate, 
who  shall  become  holders  of  the  bonds  and  coupons  intended  to  be 
secured  hereby,  the  several  sums  of  money  expressed  therein,  on  the  day 
and  year  hereinbefore  mentioned  for  payment  thereof,  together  with 
interest  on  the  same,  according  to  the  provisions  of  said  bonds  and 
coupons,  or  in  accordance  with  the  provisions  hereof,  without  any  fraud 
or  further  delay,  then  and  from  thenceforth  this  indenture  and  the  estate 
hereby  conveyed,  or  intended  so  to  be,  and  the  said  bonds  and  coupons, 
shall  become  void  and  of  no  effect,  anything  hereinbefore  contained  to 
the  contrary  thereof  notwithstanding. 

In  testimony  whereof,  the  parties  have  hereunto  affixed  their  hands 
and  seals,  the  day  and  year  first  above  written. 

Signed,  sealed  and  delivered  in  presence  of  us: 


Witnesses  as  to 
W.  L.  Scott  and  wife: 

W.  S.  BROWN, 

WM.  BREWSTER. 

Witnesses  as  to 
John  S.  Kennedy  and  wife: 

J.  T.  BROOKS, 

FRANK  J.  LOESCH. 

Witnesses  as  to 
Charles  J.  Osborn  and  wife: 
CHAS.  L.  BEAMAN, 
CHAS.  EDGAR  MILLS. 


WILLIAM  L.  SCOTT, 

[seal] 

MARY  M.  SCOTT, 

[seal] 

JOHN  S.  KENNEDY, 

[seal] 

EMMA  B.  KENNEDY, 

[seal] 

CHARLES  J.  OSBORN, 

[seal] 

MIRIAM  A.  OSBORN, 

[seal] 

48 


754  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO.. 

Acknowledged  by  John  S.  Kennedy  and  Emma  B.  Kennedy  before 
Frank  Loesch,  notary  public,  Chicago,  Ills.,  February  21,  1883;  by  Wil¬ 
liam  L.  Scott  and  Mary  M.  Scott  before  W.  S.  Brown,  notary  public, 
Erie,  Pa.,  February  24,  1883;  by  Charles  J.  Osborn  and  Miriam  A.  Osborn 
before  Charles  Edgar  Mills,  notary  public,  New  York  City,  February 
26,  1883. 

Recorded  in  following  counties:  Cook,  Illinois,  March  10,  1883,  vol. 
1338,  page  14;  state  of  Indiana,  Lake,  March  10,  1883,  vol.  14,  page  112; 
Porter,  March  12,  1883,  vol  T,  page  24;  La  Porte,  March  10,  1883,  vol. 
14,  page  240;  Starke,  March  12,  1883,  vol.  G,  page  243;  Pulaski,  March  9, 
1883,  vol.  M,  page  220;  Cass,  March  9,  1883,  vol.  4,  page  30;  Howard, 
March  8,  1883,  vol.  24,  page  495;  Tipton,  March  8,  1883,  vol.  14,  page 
208;  Madison,  March  7,  1883,  vol.  22,  page  62;  Henry,  March  8,  1883, 
vol.  16,  page  422;  Wayne,  March  5,  1883,  vol.  43,  page  476;  Hancock, 
March  14,  1883,  vol.  O,  page  293;  Marion,  March  14,  1883,  vol.  122,  page 
560;  Randolph,  March  7,  1883,  vol.  V,  page  231;  Jay,  March  6,  1883,  vol. 
Q,  page  1;  Blackford,  March  7,  1883,  vol.  H,  page  no;  Grant,  March  7, 
1883,  vol.  U,  page  368;  Miami,  March  8,  1883,  vol.  Q,  page  1;  White, 
March  13,  1883,  vol.  V,  page  1;  Jasper,  March  13,  1883,  vol.  13,  page  327; 
Newton,  March  13,  1883,  vol.  16,  page  238;  state  of  Ohio;  Preble  county, 
March  5,  1883,  vol.  17,  page  454;  Darke,  March  5,  1883,  vol.  48,  page  19; 
Miami,  March  3,  1883,  vol.  32,  page  50;  Champaign,  March  5,  1883,  vol.  X, 
page  364;  Union,  March  6,  1883,  vol.  19,  page  1;  Madison,  March  3,  1883, 
vol.  15,  page  48;  Franklin,  March  3,  1883,  vol.  86,  page  1;  Re-recorded, 
Cook  county,  Ills.,  April  16,  1883,  vol.  1172,  page  507;  Marion  county, 
Ind,  April  24,  1883,  vol.  123,  page  474. 

CONFIRMATORY  MORTGAGE. 

Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company  (of  Indiana) 

to  Conrad  Baker  and  the  Union  Trust  Company  of  New  York. 

Dated  March  31,  1883. 

This  indenture,  made  this  thirty-first  day  of  March,  in  the  year  1883, 
between  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company,  a 
corporation  created  under  the  laws  of  Indiana,  as  first  party,  and  Conrad 
Baker  of  the  city  of  Indianapolis,  Indiana,  and  the  Union  Trust  Company 
of  New  York,  trustees,  as  second  party:  Bears  Witness: 

Whereas,  By  a  certain  deed  or  indenture,  dated  the  seventeenth  day  of 
March,  1883,  wherein  William  L.  Scott  and  Mary  M.  Scott,  his  wife,  of 
Erie,  Pennsylvania,  John  S.  Kennedy  and  Emma  B.  Kennedy,  his  wife, 
of  New  York  City,  and  Charles  J.  Osborn  and  Miriam  A.  Osborn,  his 
wife,  of  New  York  City,  are  parties  of  the  first  part,  and  the  said  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company  is  party  of  the  second  part, 
the  parties  of  the  first  part,  in  the  said  indenture,  conveyed  to  the  party 
of  the  second  part  therein  a  certain  railroad,  with  the  equipment,  appur¬ 
tenances  and  franchises  therein  mentioned; 

And  Whereas,  By  a  certain  mortgage  or  deed  of  trust,  dated  the  twenty- 
first  day  of  February,  1883,  between  the  said  William  L.  Scott,  Mary  M. 
Scott,  John  S.  Kennedy,  Emma  B.  Kennedy,  Charles  J.  Osborn  and 
Miriam  A.  Osborn,  as  parties  of  the  first  part,  and  the  said  Conrad  Baker 


CORPORATE  HISTORY. 


755 


and  the  said  Union  Trust  Company,  as  parties  of  the  second  part,  the  said 
railroad,  equipment,  appurtenances  and  franchises  were  conveyed  by  the 
parties  of  the  first  part,  in  such  indenture,  to  the  parties  of  the  second 
part  therein,  in  trust,  to  secure  certain  bonds  to  be  thereafter  issued  by 
the  said  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company,  as  therein 
described; 

And  Whereas,  In  and  by  the  indenture  first  above  mentioned,  bearing 
even  date  with  this  indenture,  the  said  Chicago,  St.  Louis  and  Pittsburgh 
Railroad  Company  covenanted  and  agreed  to  execute  and  deliver  such 
further  deeds  of  conveyance  and  assurance,  for  the  better  assuring  unto 
the  trustees  in  the  mortgage  or  deed  of  trust  hereinbefore  mentioned, 
upon  the  trusts  in  said  mortgage  or  deed  of  trust  expressed,  the  railroad, 
its  equipment  and  appurtenances  therein  mentioned,  or  intended  so  to  be, 
and  all  other  properties  and  things  whatsoever  which  might  be  thereafter 
acquired  for  use  in  connection  with  the  same,  or  any  part  thereof,  and  all 
franchises  then  held  or  thereafter  acquired,  including  every  franchise  to 
be  a  corporation,  as  by  the  said  trustees  should  be  required; 

And  Whereas,  The  second  party  hereto,  as  trustees  in  said  mortgage 
or  deed  of  trust,  have  requested  the  first  party  hereto  to  execute,  acknowl¬ 
edge  and  deliver  to  the  second  party,  as  such  trustees,  a  mortgage  or 
deed  of  trust  in  pursuance  of  said  covenant;  Now,  Therefore  this  Inden¬ 
ture  Witnesseth: 

First.  That  the  said  first  party,  the  Chicago,  St.  Louis  and  Pittsburgh 
Railroad  Company,  in  consideration  of  the  premises,  and  in  further  con¬ 
sideration  of  the  sum  of  one  dollar  to  it  in  hand  paid  by  the  second  party, 
receipt  whereof  is  hereby  acknowledged,  and  especially  in  order  to  secure 
the  payment  of  said  mortgage  bonds  and  interest  thereon,  has  granted, 
bargained,  sold,  transferred  and  conveyed,  and  does  hereby  grant,  bargain, 
sell,  transfer  and  convey  unto  the  second  party,  as  joint  tenants,  and  not 
as  tenants  in  common,  and  to  the  survivor  of  them,  their  successors  and 
assigns,  the  following  described  railroad,  heretofore  known  as  the  Colum¬ 
bus,  Chicago  and  Indiana  Central  Railway,  extending  from  the  city  of 
Chicago,  in  the  state  of  Illinois,  through  the  county  of  Cook  in  said 
State,  southward  to  the  state  of  Indiana,  and  through  the  counties  of 
Lake,  Porter,  La  Porte,  Starke,  Pulaski,  Cass,  Howard,  Tipton,  Madison, 
Henry  and  Wayne,  in  Indiana,  to  the  city  of  Richmond,  in  the  state  of 
Indiana,  and  thence  eastward  to  the  boundary  line  of  the  state  of  Ohio, 
and  through  the  counties  of  Preble,  Darke,  Miami,  Champaign,  Union 
Madison  and  Franklin,  in  the  state  of  Ohio,  to  the  city  of  Columbus, 
Ohio,  and  also  extending  from  the  city  of  Richmond  aforesaid,  westward 
through  the  counties  of  Wayne,  Henry,  Hancock  and  Marion,  to  the 
city  of  Indianapolis,  in  the  state  of  Indiana,  and  also  extending  from  the 
main  line  aforesaid  at  a  point  in  Miami  county,  Ohio,  westward  through 
the  county  of  Darke,  in  Ohio,  to  the  Indiana  State  line  at  Union  City, 
and  thence  westward  through  the  counties  of  Randolph,  Jay,  Blackford, 
Grant,  Miami,  Cass,  White,  Jasper,  and  Newton,  in  Indiana,  to  the  line 
of  the  State  of  Illinois,  in  the  direction  toward  Peoria;  altogether  being 
in  length  of  railway  about  five  hundred  and  eighty-six  and  one-half  (586^) 
miles,  about  four  hundred  and  twenty-four  and  one-half  (424 L>)  miles 


756  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

thereof  being  in  the  State  of  Indiana,  about  one  hundred  and  thirty-four 
and  one-half  (134^2)  miles  thereof  being  in  the  State  of  Ohio,  and  about 
twenty-seven  and  one-half  (27^2)  miles  thereof  being  in  the  State  of 
Illinois,  including  all  the  railways,  tracks,  rights  of  way,  main  lines, 
branch  lines,  superstructures,  depots,  depot  grounds,  station  houses, 
engine  houses,  car  houses,  freight  houses,  wood  houses,  sheds,  watering 
places,  workshops,  machine  shops,  bridges,  viaducts,  culverts,  fences  and 
fixtures,  held  or  acquired,  or  hereafter  to  be  acquired,  for  use  in  connec¬ 
tion  with  said  railroad  or  the  business  thereof,  and  including,  also,  all 
locomotives,  tenders,  passenger,  baggage,  freight  and  other  cars,  machines, 
tools,  implements,  telegraph  poles,  lines,  instruments  and  appurtenances, 
fuel  and  materials  for  constructing,  operating,  repairing  or  replacing  the 
said  railroad  or  its  equipments  or  appurtenances,  now  held  or  hereafter 
to  be  acquired  by  said  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany,  and  connected  with  or  relating  to  said  railroad,  or  to  the  construc¬ 
tion,  maintenance  or  use  thereof,  together  with  all  and  singular  the  tene¬ 
ments,  hereditaments  and  appurtenances  to  the  said  railroad  or  any  part 
thereof  belonging  or  in  any  wise  appertaining;  and  also  all  the  rights, 
privileges,  immunities  and  franchises  formerly  belonging  to  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  and  now  owned  by  the 
first  party,  and  the  reversion  and  reversions,  remainder  and  remainders, 
tolls,  income,  rents,  issues  and  profits  of  said  railroad  and  its  appurte¬ 
nances;  and  also  all  the  estate,  right,  title,  interest,  property,  possession, 
claim  and  demand  whatsoever,  as  well  in  law  as  in  equity,  of  the  first 
party,  or  its  assigns,  in  and  to  the  same,  and  any  part  and  parcel  thereof, 
with  the  appurtenances,  including  the  franchises  to  be  a  corporation. 

Subject,  nevertheless,  'to  the  mortgage  or  deed  of  trust  bearing  date 
the  twenty-first  day  of  February,  1883,  executed  and  delivered  by  William 
L.  Scott  and  wife,  John  S.  Kennedy  and  wife,  and  Charles  J.  Osborn  and 
wife,  as  aforesaid,  and  to  the  sectional  mortgages  mentioned  in  said  mort¬ 
gage  or  deed  of  trust; 

To  have  and  to  hold,  The  above  described  premises  and  appurtenances, 
subject  as  aforesaid,  unto  the  second  party,  as  joint  tenants,  and  not  as 
tenants  in  common,  and  to  the  survivor  of  them  in  this  trust,  their  suc¬ 
cessors  and  assigns,  to  the  only  proper  use  and  behoof  of  the  second  party, 
and  of  the  survfvor  of  them,  and  of  the  successors  and  assigns  of  such 
survivor;  In  trust,  nevertheless,  for  the  purposes  expressed  and  upon  the 
trusts  declared  in  the  mortgage  or  deed  of  trust,  executed  by  Scott,  Ken¬ 
nedy  and  Osborn,  as  aforesaid. 

Second. That  the  said  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany  hereby  ratifies  and  confirms  all  the  provisions,  covenants  and  agree¬ 
ments  contained  in  the  said  indenture,  dated  the  twenty-first  day  of 
February,  1883,  and  hereby  covenants  and  agrees  to  perform,  on  its  part, 
all  the  acts  required  of  it  by  the  said  indenture,  and  especially  to  pay  to 
the  trustees  therein  mentioned  the  sums  required  to  be  paid  by  the  said 
indenture  for  the  purpose  of  a  sinking  fund  and  interest  thereon. 

Third.  That  the  said  trustees  and  their  successors  in  the  trust  shall 
be  entitled  to  receive  just  and  reasonable  compensation  for  all  duties 
performed  by  them  or  any  of  them  in  the  discharge  of  the  trust  hereby 


CORPORATE  HISTORY. 


757 


created  and  for  all  their  reasonable  expenses  and  disbursements,  which 
compensation  shall  be  paid  by  the  said  first  party,  its  successors  or  assigns. 

in  witness  whereof,  The  party  of  the  first  part  has  caused  this  indenture 
to  be  executed  under  its  corporate  seal,  duly  attested  by  its  assistant  sec¬ 
retary;  and  the  parties  of  the  second  part,  for  the  purpose  of  evidencing 
their  acceptance  of  the  trust  hereby  created,  have  also  hereunto  set  their 
respective  hands  and  seals,  on  the  day  and  year  first  above  written 

Signed,  sealed  and  acknowledged  (as  to  the  two  corporations)  in 
presence  of 

THOS.  G.  SHEARMAN, 

CHARLES  NETTLETON. 


The  Chicago  St.  Louis  and  Pittsburgh  Railroad  Company. 

By  W.  L.  SCOTT,  President. 

Attest: 

[seal]  A.  A.  STULL,  Asst.  Secretary. 


[seal] 


Union  Trust  Company  of  New  York, 
By  EDWARD  KING,  President. 

Attest: 

A.  D.  RONALDSON,  Secretary.  « 


Witness  as  to  Conrad  Baker: 

LUCIEN  L.  GILBERT,  CONRAD  BAKER,  [seal] 

EDWARD  DANIELS. 


Acknowledged  by  W.  L.  Scott  and  Edward  King,  March  31,  1883, 
before  Charles  Nettleton,  Commissioner  for  Indiana  and  Illinois,  in  New 
York. 

W.  L.  Scott  and  Edward  King  also  made  separate  acknowledgment 
March  31,  1883,  before  Charles  Nettleton,  Commissioner  for  Ohio,  in 
New  York. 

Recorded  in  following  counties:  Cook,  Illinois,  April  16,  1883,  vol. 
1341,  page  69;  state  of  Indiana:  Lake  county,  April  17,  1883,  vol.  14, 
page  187;  Porter,  April  17,  1883,  vol.  U,  page  1;  La  Porte,  April  17,  1883, 
vol.  14,  page  388;  Starke,  April  17,  1883,  vol.  G,  page  256;  Pulaski,  April 
19,  1883,  vol.  M,  page  360;  Cass,  April  19,  1883  vol.  4,  page  47;  Howard, 
April  20,  1883,  vol.  24,  page  579;  Tipton,  April  20,  1883,  vol.  14,  page 
290;  Madison,  April  20,  1883,  vol.  22,  page  130;  Henry,  April  20,  1883,  vol. 
16,  page  438;  Wayne,  April  25,  1883,  vol.  44,  page  97;  Hancock,  April  24, 
1883,  vol.  O,  page  358;  Marion,  April  24,  1883,  vol.  123,  page  491;  Ran¬ 
dolph,  April  24,  1883,  vol.  V,  page  325;  Jay,  April  23,  1883,  vol.  Q,  page 
19;  Blackford,  April  21,  1883,  vol.  H,  page  175;  Grant,  April  21,  1883, 
vol.  U,  page  528;  Miami,  April  20,  1883,  vol.  Q,  page  1 19 ;  White,  April 
18,  1883,  vol.  V,  page  16;  Jasper,  April  18,  1883,  vol.  13,  page  409;  Newton, 
April  18,  1883,  vol.  16,  page  314;  state  of  Ohio:  Preble  county,  April  25, 
1883,  vol.  17,  page  478;  Darke,  April  25,  1883,  vol.  48,  page  98;  Miami, 
April  26,  1883,  vol.  32,  page  372;  Champaign,  April  25,  1883,  vol.  X,  page 
560;  Union,  April  23,  1883,  vol.  19,  page  30;  Madison,  April  26,  1883,  vol. 
15,  page  230;  Franklin,  April  26,  1883,  vol.  86,  page  480. 


75^  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

4 

CHICAGO,  ST.  LOUIS  AND  PITTSBURGH  RAILROAD 

COMPANY  (OF  ILLINOIS).1 

CERTIFICATE  OF  INCORPORATION. 

Whereas,  On  or  about  the  20th  day  of  February,  1868,  the  Columbus, 
Chicago  and  Indiana  Central  Railway  Company,  being  then  a  corpora¬ 
tion  existing  under  the  laws  of  the  states  of  Ohio,  Indiana  and  Illinois, 
formed  by  the  consolidation  of  certain  other  railroad  companies  under 
the  laws  of  the  said  states  respectively,  was  the  owner  of  a  certain  railway 
extending  from  the  city  of  Chicago,  in  the  state  of  Illinois,  through  the 
county  of  Cook,  in  said  state,  southward  to  the  state  of  Indiana,  and 
through  the  counties  of  Lake,  Porter,  La  Porte,  Starke,  Pulaski,  Cass, 
Howard,  Tipton,  Madison,  Henry  and  Wayne,  in  Indiana,  to  the  city  of 
Richmond,  in  the  state  of  Indiana,  and  thence  eastward  to  the  boundary 
line  of  the  state  of  Ohio,  and  through  the  counties  of  Preble,  Darke, 
Miami,  Champaign,  Union,  Madison  and  Franklin,  in  the  state  of  Ohio, 
to  the  city  of  Columbus,  Ohio,  and  also  extending  from  the  city  of  Rich¬ 
mond  aforesaid,  westward  through  the  counties  of  Wayne,  Henry,  Han¬ 
cock  and  Marion,  to  the  city  of  Indianapolis,  in  the  state  of  Indiana,  and 
also  extending  from  the  main  line  aforesaid  at  a  point  in  Miami 'county, 
Ohio,  westward,  through  the  county  of  Darke,  in  Ohio,  to  the  Indiana 
state  line  at  Union  City,  and  thence  westward,  through  the  counties  of 
Randolph,  Jay,  Blackford,  Grant,  Miami,  Cass,  White,  Jasper  and  Newton, 
in  Indiana,  to  the  line  of  the  state  of  Illinois,  in  the  direction  toward 
Peoria;  altogether  being  in  length  of  railway  about  five  hundred  and 
eighty-six  and  one-half  (5 86U)  miles,  about  four  hundred  and  twenty- 
four  and  one-half  (424U)  miles  thereof  being  in  the  state  of  Indiana, 
about  one  hundred  and  thirty-four  and  one-half  (134U)  miles  thereof 
being  in  the  state  of  Ohio,  and  about  twenty  seven  and  one-half  (27G) 
miles  thereof  being  in  the  state  of  Illinois. 

And  whereas,  On  or  about  the  said  20th  day  of  February,  1868,  the 
said  railway  company  executed  a  mortgage  or  deed  of  trust,  dated  that 
day,  to  James  A.  Roosevelt  and  William  R.  Fosdick,  conveying  all  the 
said  railway  in  the  said  three  states,  together  with  all  the  said  company’s 
franchises,  equipments,  property,  tolls,  issues  and  profits;  and  all  its 
lands,  tenements,  buildings,  fixtures,  machinery,  goods  and  chattels  con¬ 
nected  with  or  used  in  the  using  or  operating  of  said  railway,  or  appur¬ 
tenant  thereto;  and  all  its  rails,  ties,  fuel,  fencings  and  erections,  and  all 
its  rights  of  way  and  easements,  and  all  cars,  engines  and  tools,  and  all 
rents,  reservations  and  reversions  of  every  nature  and  kind  whatever, 
including  all  the  property  between  said  terminal  points,  which  said  railway 
company  owned  or  possessed  on  the  20th  day  of  February,  1868,  or  has 
since  acquired,  either  in  law  or  in  equity,  of  every  kind  whatever  appur¬ 
tenant  thereto.  The  object  of  said  mortgage  or  deed  of  trust  being  to 
secure  the  payment  of  the  principal  and  interest  of  bonds  of  said  Colum¬ 
bus,  Chicago  and  Indiana  Central  Railway  Company,  amounting  to  fifteen 
million  dollars. 


1  See  page  95. 


CORPORATE  HISTORY. 


759 


And  whereas,  Afterwards,  suits  in  equity  were  brought  in  the  Circuit 
Courts  of  the  United  States  for  the  northern  district  of  Illinois,  the 
district  of  Indiana  and  the  southern  district  of  Ohio,  western  division, 
wherein  James  A.  Roosevelt  and  William  R.  Fosdick  were  complainants* 
and  the  said  Columbus,  Chicago  and  Indiana  Central  Railway  Company, 
Frederick  R.  Fowler,  Archibald  Parkhurst  and  John  B.  Thompson  were 
defendants,  for  the  purpose  of  procuring  a  decree  of  foreclosure  upon  the 
said  mortgage  or  deed  of  trust;  and  in  each  of  the  said  suits  William  L. 
Scott  was  made  a  party  and  filed  his  cross  bill  against  all  the  said  com¬ 
plainants  and  defendants;  and  such  proceedings  were  had  in  each  of  said 
courts  that,  upon  the  original  bills  and  the  answers  thereto,  and  upon 
said  cross  bills  of  said  Scott  and  the  answers  thereto,  a  final  decree  was 
rendered  by  the  said  Circuit  court  for  the  northern  district  of  Illinois, 
and  also  by  the  said  Circuit  court  for  the  district  of  Indiana,  the  decree 
of  the  former  court  being  entered  on  the  15th  day  of  November,  1882, 
and  that  of  the  latter  court  being  entered  on  the  16th  day  of  November, 
1882;  and  a  like  decree  was  rendered  by  the  said  Circuit  court  for  the 
southern  district  of  Ohio,  western  division,  dated  and  entered  on  the  23d 
day  of  November,  1882;  and  in  and  by  said  decrees  it  was  ordered, 
adjudged  and  decreed,  that  the  said  mortgage  should  be  foreclosed,  and 
that  the  property  therein  mentioned  should  be  sold  as  an  entirety;  and 
in  the  said  decrees  the  property  thereby  ordered  to  be  sold  was  described 
as  follows,  to-wit: 

All  and  singular  the  entire  railroad  of  the  Columbus,  Chicago  and 
Indiana  Central  Railway  Company,  lying,  being  and  extending  from  its 
terminus  in  the  city  of  Chicago,  in  the  state  of  Illinois,  through  the 
county  of  Cook,  in  said  state,  southward  to  the  state  of  Indiana,  and 
through  the  counties  of  Lake,  Porter,  La  Porte,  Starke,  Pulaski,  Cass, 
Howard,  Tipton,  Madison,  Henry  and  Wayne,  in  Indiana,  to  the  city  of 
Richmond,  in  the  state  of  Indiana,  and  thence  eastward  to  the  boundary 
line  of  the  state  of  Ohio,  and  through  the  counties  of  Preble,  Darke, 
Miami,  Champaign,  Union,  Madison  and  Franklin,  in  the  state  of  Ohio, 
to  the  city  of  Columbus,  Ohio,  and  also  extending  from  the  city  of 
Richmond  aforesaid,  westward  through  the  counties  of  Wayne,  Henry, 
Hancock  and  Marion  to  the  city  of  Indianapolis,  in  the  state  of  Indiana, 
and  also  extending  from  the  main  line  aforesaid  at  a  point  in  Miami 
county,  Ohio,  westward,  through  the  county  of  Darke,  in  Ohio,  to  the 
Indiana  state  line  at  Union  City,  and  thence  westward,  through  the 
counties  of  Randolph,  Jay,  Blackford,  Grant,  Miami,  Cass,  White,  Jasper 
and  Newton,  in  Indiana,  to  the  line  of  the  state  of  Illinois,  in  the  direction 
toward  Peoria;  altogether  being  in  length  of  railway  about  five  hundred 
and  eighty-six  and  one-half  (586^)  miles,  about  four  hundred  and  twenty- 
four  and  one-half  (424P2)  miles  thereof  being  in  the  state  of  Indiana,  about 
one  hundred  and  thirty-four  and  one-half  (134L2)  miles  thereof  being  in 
the  state  of  Ohio,  and  about  twenty-seven  and  one-half  (27P2)  miles 
thereof  being  in  the  state  of  Illinois;  with  all  its  franchises,  equipments, 
property,  tolls,  issues  and  profits;  and  all  its  lands,  tenements,  buildings, 
fixtures,  machinery,  goods  and  chattels,  connected  with  or  used  in  the 
using  or  operating  of  said  railway,  or  appurtenant  thereto;  and  all  its  rails, 
ties,  fuel,  fencing  and  erections,  and  all  its  rights  of  way  and  easements, 


760  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

and  all  cars,  engines  and  tools  and  all  rents,  reservations  and  reversions 
of  every  nature  and  kind  whatever,  including  all  the  property  between 
said  terminal  points  which  said  railway  company  owned  or  possessed  on 
^the  20th  day  of  February,  1868,  or  has  since  acquired,  either  in  law  or  in 
equity,  of  every  kind  whatever  pertinent  thereto,  but  not  including  or 
operating  to  include  any  lands,  goods,  chattels,  property,  machinery, 
equipments,  or  other  matters,  which  said  company  then  owned  or  has 
since  acquired,  not  necessary  for  use  for  any  purpose  incident  to  the 
management  or  operation  of  said  railway  or  of  the  repair  thereof,  or  in 
the  business  of  said  railway  company)  nor  any  right  of  way,  easement, 
franchises,  power,  or  corporate  right  to  build  a  railway  from  Chicago  to 
Galena,  or  to  any  other  place  westward  of  Chicago,  possessed  and  owned 
by  the  said  railway  company,  or  granted  to  them  or  to  the  Chicago  and 
Great  Eastern  Railway  Company,  or  to  any  persons  or  body  corporate 
of  whom  said  railway  company  was  the  successor  or  assignee  on  or  before 
the  20th  day  of  February,  1868;  but  expressly  including  all  right,  title, 
interest,  claim  or  demand,  and  all  money,  rents,  and  property  held  and 
owned  by,  or  recovered  or  to  be  recovered  by  said  Roosevelt  and  Fosdick, 
as  receivers  or  trustees  by  decree  of  the  Circuit  court  of  the  United  States, 
for  the  district  of  Indiana,  upon  their  cross-bill  in  a  certain  suit  brought 
by  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  against 
said  Columbus,  Chicago  and  Indiana  Central  Railway  Company,  and  now 
pending  upon  appeal  in  the  Supreme  court  of  the  United  States,  or 
otherwise,  and  all  rights  of  action  included  in  said  cause  or  asserted  by 
them  as  receivers  or  trustees  therein  or  otherwise,  and  all  rents  which 
have  accrued  from  the  Pittsburgh,  Cincinnati  and  St.  Louis  Railway 
Company,  and  all  right  to  recover  the  same  against  said  company,  or 
as  against  the  Pennsylvania  Railroad  Company,  under  and  by  virtue  of 
the  lease  and  amended  lease  named  in  said  decrees  of  said  courts;  together 
with  the  right,  at  the  option  of  the  said  purchaser,  to  elect  to  continue 
said  lease  in  force  as  against  said  lessee,  the  Pittsburgh,  Cincinnati  and 
St.  Louis  Railway  Company  and  its  guarantor  the  Pennsylvania  Railroad 
Company,  or,  at  the  option  of  said  purchaser,  and  with  the  consent  of  said 
lessee  and  guarantor,  to  disaffirm  and  annul  the  same;  also  including  all 
estates,  properties,  rights,  titles,  and  interests  which  have  become  vested 
m  and  are  now  held  by  said  Roosevelt  and  Fosdick,  as  receivers  in  said 
causes,  or  which  shall  be  held  by  them  at  the  time  of  said  sale. 

And  whereas,  Afterwards  and  on  the  tenth  day  of  January,  1883,  all 
the  property  hereinbefore  described  was  sold  at  public  sale,  under  and  in 
puisuance  of  each  and  all  of  the  said  final  decrees  of  the  said  courts,  by 
the  master  and  commissioner  therein  named,  at  which  sale  the  under¬ 
signed,  William  L.  Scott,  John  S.  Kennedy  and  Charles  J.  Osborn,  became 
the  purchasers  of  all  said  property,  and  have  since  associated  with  them¬ 
selves  the.  other  persons  whose  names  are  hereunto  subscribed:  all  of 
whom  desire  and  intend  to  form  a  corporation  under  the  laws  of  the  state 
of  Illinois,  as  hereinafter  more  particularly  set  forth. 

Now,  therefore,  In  pursuance  of  the  statute  of  the  state  of  Illinois,  in 
such  case  made  and  provided,  and  especially  in  pursuance  of  an  Act  of 
tie  General  Assembly  of  the  state  of  Illinois,  entitled  “An  Act  to  provide 
for  the  Incorporation  of  Associations  that  may  be  organized  for  the  pur- 


CORPORATE  HISTORY. 


76l 


pose  of  constructing  railways,  maintaining  and  operating  the  same,  for 
prescribing  and  defining  the  duties  and  limiting  the  powers  of  such 
corporations  when  so  organized,”  approved  March  1,  1872,  and  the  acts 
of  the  General  Assembly  amendatory  thereof  and  supplementary  thereto, 
we  whose  names  are  hereunto  subscribed,  do  hereby  form  ourselves  into 
a  corporation  for  the  purpose  of  purchasing,  owning,  operating,  and  main¬ 
taining  so  much  of  the  railway  hereinbefore  described  as  is  situated  withm 
the  state  of  Illinois,  and  for  the  transaction  of  all  business  connected  with 
the  same. 

And  for  this  purpose  we  do  hereby  certify  as  follows: 

First.  The  name  of  the  corporation  hereby  formed  is  the  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company. 

Second.  The  places  from  and  to  which  it  is  intended  to  own,  operate 
and  maintain  a  railroad  are:  from  the  city  of  Chicago  to  a  point  on  the 
boundary  line  between  the  county  of  Cook,  in  the  state  of  Illinois,  and  the 
county  of  Lake,  in  the  state  of  Indiana,  where  the  railway  now  known  as 
the  Columbus,  Chicago  and  Indiana  Central  Railway  crosses  said  boun¬ 
dary  line. 

Third.  The  principal  business  office  of  said  corporation  shall  be  estab¬ 
lished  and  maintained  in  the  city  of  Chicago. 

Fourth.  The  time  of  the  commencement  of  said  corporation  shall  be 
the  day  of  ,  1883,  and  the  period  of  its 

continuance  shall  be  fifty  years  from  that  date. 

Fifth.  The  capital  stock  of  said  corporation  shall  be  fifty  thousand 
dollars. 

Sixth.  The  names  and  places  of  residence  of  the  several  persons  form¬ 
ing  said  association  for  incorporation  are  as  follows:  William  L.  Scott, 
Erie,  Pa.;  John  S.  Kennedy,  New  York  City;  Charles  J.  Osborn,  New 
York  City;  John  B.  Drake,  Chicago,  Ill.;  R.  Biddle  Roberts,  Chicago, 
Ill.;  J.  N.  McCullough,  Pittsburgh,  Pa.;  Thomas  D.  Messier,  Pittsburgh, 
Pa.;  George  Driggs,  Chicago,  Ill.;  William  Borner,  Chicago,  Ill. 

Seventh.  The  names  of  the  members  of  the  first  Board  of  Directors 
of  said  corporation  are  as  follows:  William  L.  Scott,  John  B.  Drake, 
R.  Biddle  Roberts,  J.  N.  McCullough,  Thomas  D.  Messier,  George 
Driggs,  William  Borner.  And  the  officers  or  persons  in  whom  the  gov¬ 
ernment  of  said  corporation  and  the  management  of  its  affairs  shall  be 
vested  shall  be  a  president,  one  or  more  vice-presidents,  an  executive 
committee  of  three  persons,  a  secretary  and  a  treasurer,  and  such  other 
officers  as  the  by-laws  of  the  corporation  shall  hereafter  prescribe. 

Eighth.  The  number  of  shares  in  the  capital  stock  of  said  corporation 
shall  be  five  hundred,  and  the  par  value  of  each  share  shall  be  one 
hundred  dollars. 

In  testimony  whereof,  We  do  hereby  adopt  the  foregoing  articles  of 
incorporation,  and  subscribe  our  hands  and  seals  this  226.  day  of  February, 

A.  D.  1883.  WM  L  SCOTT,  J.  N.  McCULLOUGH, 

JOHN  S.  KENNEDY,  THOS.  D.  MESSLER, 
CHAS.  J.  OSBORN, 

JOHN  B.  DRAKE, 

R.  BIDDLE  ROBERTS, 

Filed  in  the  office  Secretary  of  State  Illinois,  March  15,  1883. 


GEORGE  DRIGGS, 
WILLIAM  BORNER. 


762  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

DEED. 

William  L.  Scott,  et  al.,  to  the  Chicago,  St.  Louis  and  Pittsburgh 

Railroad  Company  of  Illinois. 

Dated  March  17,  1883. 

Conveying  portion  of  Columbus,  Chicago  and  Indiana  Central  Railway 

in  Illinois. 

This  indenture,  Made  this  seventeenth  day  of  March,  in  the  year  1883, 
between  Wm.  L.  Scott  and  Mary  M.  Scott,  his  wife,  of  Erie,  Pennsylvania, 
John  S.  Kennedy  and  Emma  B.  Kennedy,  his  wife,  of  New  York  City, 
and  Charles  J.  Osborn  and  Miriam  A.  Osborn,  his  wife,  of  New  York  City, 
as  first  party,  and  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany,  a  corporation  of  the  state  of  Illinois,  as  second  party.  Bears  wit¬ 
ness: 

Whereas,  The  first  party  purchased  the  entire  railway  heretofore  known 
as  the  Columbus,  Chicago  and  Indiana  Central  Railway,  together  with 
all  properties,  estates,  rights  and  franchises  incident  to  or  connected 
therewith,  at  a  public  sale  held  in  the  city  of  Indianapolis,  Indiana,  on 
Wednesday,  the  10th  day  of  January,  1883,  pursuant  to  certain  decrees 
and  orders  of  the  United  States  Circuit  courts  in  the  states  of  Illinois, 
Indiana  and  Ohio;  and, 

Whereas,  The  first  party  by  deed  dated  the  seventeenth  day  of  March, 
1883,  sold  and  conveyed  said  entire  railway,  properties,  estates,  rights  and 
franchises,  purchased  as  aforesaid,  to  the  Chicago,  St.  Louis  and  Pitts* 
burgh  Railroad  Company,  a  corporation  created  under  the  laws  of  the 
state  of  Indiana;  and, 

Whereas,  The  first  party,  previous  to  such  sale  and  conveyance,  had 
executed  and  delivered  to  Conrad  Baker,  of  the  city  of  Indianapolis,  and 
the  Union  Trust  Company  of  New  York,  as  trustees,  a  mortgage  or  deed 
of  trust  covering  said  entire  railway,  properties,  estates,  rights  and  fran¬ 
chises;  the  object  and  intent  of  said  mortgage  or  deed  of  trust,  being  to 
secure  the  payment,  principal  and  interest  of  twenty-two  millions  of  the 
fifty  year  five  per  cent,  gold  bonds  of  said  Chicago,  St.  Louis  and  Pitts¬ 
burgh  Railroad  Company,  a  corporation  of  the  state  of  Indiana  as  afore¬ 
said,  which  were  to  be  executed  and  delivered  to  the  first  party  hereto,  as 
part  payment  of  the  purchase  money  of  said  railway,  properties,  estates, 
rights  and  franchises;  and, 

Whereas,  The  second  party  has  authority  to  purchase,  operate  and  main¬ 
tain  so  much  of  said  railway  as  lies  within  the  state  of  Illinois,  together 
with  such  estates,  properties,  rights  and  franchises  as  are  incident  to  such 
portion  of  said  railway,  and  is  willing  and  has  offered  to  purchase  what¬ 
ever  remaining  interest,  right,  title  or  possession  the  first  party  has  or 
may  have  in  said  portion  of  said  railway  situated  within  the  state  of 
Illinois  and  to  pay  therefor  fifty  thousand  dollars  in  the  capital  stock  of 
said  second  party. 

Now,  therefore,  in  consideration  of  the  premises,  and  of  the  execution 
and  delivery  of  the  certificates  of  the  capital  stock  of  said  company  to  the 
amount  of  fifty  thousand  dollars,  and  of  the  sum  of  one  dollar  in  hand, 
receipt  whereof  is  hereby  acknowledged,  the  first  party  has  sold,  released 


CORPORATE  HISTORY. 


763 


and  quit-claimed,  and  does  hereby  sell,  release  and  quit-claim  unto  the 
second  party,  and  unto  its  successors  and  assigns  forever,  all  the  right, 
title,  interest,  property,  possession,  claim  and  demand  whatsoever,  in  law 
or  equity,  of  the  first  party,  or  of  either  of  the  persons  composing  the 
first  party,  of,  in,  and  to,  all  and  singular  that  portion  of  said  railway 
heretofore  known  as  the  Columbus,  Chicago  and  Indiana  Central  Railway, 
which  is  situated  within  the  state  of  Illinois,  beginning  at  a  point  in  the 
city  of  Chicago  and  extending  thence  in  a  southeasterly  direction,  through 
the  county  of  Cook,  to  a  point  in  the  boundary  line  between  the  states  of 
Illinois  and  Indiana,  where  said  Columbus,  Chicago  and  Indiana  Central 
Railway  formerly  crossed  said  boundary  line;  being  a  total  length  of 
railway  of  twenty-seven  and  one-half  (27^2)  miles,  with  all  and  singular 
the  rights,  privileges  and  franchises,  incident  to  or  in  any  manner  con¬ 
nected  with  said  portion  of  railway. 

To  have  and  to  hold  said  portion  of  railway,  with  the  appurtenances, 
to  the  second  party,  its  successors  and  assigns  forever;  subject,  however, 
to  the  aforesaid  mortgage  or  deed  of  trust,  and  the  terms  and  conditions 
thereof,  bearing  date  the  21st  day  of  February,  1883,  executed  and  deliv¬ 
ered  by  the  first  party  to  Conrad  Baker  and  the  Union  Trust  Company 
of  New  York,  trustees:  and  subject  also  to  all  liens  which  were  upon  said 
premises  at  the  time  of  the  sale  aforesaid  by  said  master  in  chancery  and 
said  commissioner  to  the  first  party,  but  free  from  and  discharged  of  the 
lease  of  the  Columbus,  Chicago  and  Indiana  Central  Railway  to  the 
Pittsburgh,  Cincinnati  and  St.  Louis  Railway  Company  described  in  said 
decrees.  Provided,  nevertheless,  and  it  is  the  true  intent  and  meaning  of 
this  conveyance,  that  nothing  herein  contained  shall  be  construed  to 
express  or  imply  any  covenant  by  the  first  party,  or  either  of  the  persons 
composing  the  first  party  hereto;  but  that  this  indenture  shall  operate  to 
convey  on  behalf  of  the  first  party  only  such  right,  title,  interest,  property, 
possession,  claim  and  demand  in  said  portion  of  railway  and  appurte¬ 
nances  hereinbefore  described,  as  the  first  party  or  either  of  the  persons 
composing  the  first  party  hereto,  may  now  have. 

In  witness  whereof,  The  parties  of  the  first  part  have  hereunto  set  their 
hands  and  seals,  and  the  party. of  the  second  part  has  caused  this  indenture 
to  be  executed  under  its  corporate  seal,  duly  attested  by  its  secretary,  to 
■evidence  its  acceptance  of  the  same  upon  the  terms  and  conditions  therein 
named,  the  day  and  year  first  above  written. 

Signed  and  sealed  by  all  the  WILLIAM  L.  SCOTT,  [seal] 

parties  in  the  presence  of  MARY  M.  SCOTT,  [seal] 

CHARLES  NETTLETON.  JOHN  S.  KENNEDY,  [seal] 

EMMA  B.  KENNEDY,  [seal] 

CHARLES  J.  OSBORN,  [seal] 
MIRIAM  A.  OSBORN.  [seal] 


CHAS.  L.  BEAMAN. 
Signed  and  sealed  by  W.  L. 
Scott  and  Mary  M.  Scott  in 
presence  of 

W.  S.  BROWN, 


W.  BREWSTER. 

The  Chicago  St.  Louis  and  Pittsburgh  Railroad  Company. 

By  W.  L.  SCOTT,  President. 


764  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Signed,  and  sealed  and  acknowledged  by  the  Chicago,  St.  Louis  and 
Pittsburgh  Company  in  the  presence  of 
CHARLES  NETTLETON, 

THOS.  G.  SHEARMAN. 


Seal 

C-,  St.  L.  &  P.  R.  R.  Co. 
Incorporated  1883. 


Attest: 


S.  B.  LIGGETT,  Secretary. 


John  S.  Kennedy  and  Emma  B.  Kennedy  and  Charles  J.  Osborn  and 
Miriam  A.  Osborn  made  three  acknowledgments  March  17,  1883,  before 
Charles  Nettleton,  as  Commissioner  for  Indiana,  Illinois  and  Ohio,  in 
New  York.  William  L.  Scott  and  Mary  M.  Scott  made  three  acknowl¬ 
edgments  before  W.  S.  Brown,  Notary  Public,  Erie,  Pa.,  March  19,  1883; 
also  acknowledged  by  them  before  Charles  Nettleton,  Commissioner  for 
Ohio,  Indiana  and  Illinois,  in  New  York,  March  31,  1883. 

Recorded,  Cook  county  Illinois,  April  16,  1883,  vol.  1323,  page  282,  of 
Deed  Record. 


CHICAGO,  ST.  LOUIS  AND  PITTSBURGH  RAILROAD 

COMPANY.1 

ARTICLES  OF  CONSOLIDATION 

Between  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company 
(of  Indiana)  and  the  Chicago,  St.  Louis  and  Pittsburgh  Rail¬ 
road  Company  (of  Illinois),  under  the  name  of  the  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company. 

Dated  September  5,  1883. 

This  Agreement,  made  this  fifth  day  of  September,  in  the  year  1883, 
between  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company,  a 
corporation  duly  created  and  organized  under  the  laws  of  the  state  of 
Illinois,  as  first  party,  and  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad 
Company,  a  corporation  duly  created  and  organized  under  the  laws  of  the 
state  of  Indiana,  as  second  party,  bears  witness: 

Whereas,  The  first  party  is  the  owner,  and  in  possession  of  a  line  of 
railway  extending  from  the  city  of  Chicago  in  a  southerly  direction  in  the 
county  of  Cook,  to  a  point  in  the  boundary  line  between  the  states  of 
Indiana  and  Illinois,  where  the  Columbus,  Chicago  and  Indiana  Central 
Railway  formerly  crossed  said  state  line,  a  distance  of  about  twenty-seven 
and  one-half  (27^)  miles;  and 

Whereas,  The  second  party  is  the  owner,  and  in  possession  of  a  line 
of  railway  situated  in  the  states  of  Indiana  and  Ohio,  beginning  at  a  point 
in  the  boundary  line  between  the  states  of  Illinois  and  Indiana  where  the 
Columbus,  Chicago  and  Indiana  Central  Railway  formerly  crossed  said 
boundary  line,  thence  south-eastwardly  through  the  counties  of  Lake, 
Porter,  La  Porte,  Starke,  Pulaski,  Cass,  Howard,  Tipton,  Madison,  Henry 
and  Wayne,  in  Indiana,  to  the  city  of  Richmond,  in  the  state  of  Indiana, 


1  See  page  96. 


CORPORATE  HISTORY. 


765 


and  thence  eastward  to  the  boundary  line  of  the  state  of  Ohio,  and  through 
the  counties  of  Preble,  Darke,  Miami,  Champaign,  Union,  Madison  and 
Franklin,  in  the  state  of  Ohio,  to  the  city  of  Columbus,  Ohio,  and  also 
extending  from  the  city  of  Richmond  aforesaid,  westward,  through  the 
counties  of  Wayne,  Henry,  Hancock  and  Marion,  to  the  city  of  Indian¬ 
apolis,  in  the  state  of  Indiana,  and  also  extending  from  the  main  line 
aforesaid  at  a  point  in  Miami  county,  Ohio,  westward,  through  the  county 
of  Darke,  in  Ohio,  to  the  Indiana  state  line  at  Union  City,  and  thence 
westward,  through  the  counties  of  Randolph,  Jay,  Blackford,  Grant, 
Miami,  Cass,  White,  Jasper  and  Newton,  in  Indiana,  to  the  line  of  the 
state  of  Illinois,  in  the  direction  toward  Peoria;  being  altogether  a  length 
of  four  hundred  and  twenty-four  and  one-half  (424^2)  miles  of  railway  in 
the  state  of  Indiana,  and  about  one  hundred  and  thirty-four  and  one-half 
(i34H)  miles  in  the  state  of  Ohio;  and 

Whereas,  The  railroads  hereinbefore  described  are  connected  at  a  com¬ 
mon  point  in  the  boundary  line  between  the  states  of  Illinois  and  Indiana, 
and  form  a  single  system  of  railway,  constituting  what  has  been  heretofore 
known  as  the  Columbus,  Chicago  and  Indiana  Central  Railway;  and 
Whereas,  Said  railway  was  sold  as  an  entirety  at  public  sale  in  the  city 
of  Indianapolis,  on  the  10th  day  of  January,  1883,  pursuant  to  orders  and 
decrees  of  the  United  States  Circuit  courts  for  the  states  of  Illinois,  Indiana 
and  Ohio,  and  was  bought  in  the  interest  of  certain  stockholders,  bond¬ 
holders  and  creditors  of  said  Columbus,  Chicago  and  Indiana  Central  Rail¬ 
way  Company,  pursuant  to  an  agreement  for  the  reorganization  of  said 
company  entered  into  by  said  stockholders,  bondholders  and  creditors;  and 
Whereas,  It  is  essential  to  the  parties  hereto,  as  well  as  conducive  to 
public  interests,  that  said  system  of  railway  should  be  administered  as  an 
entirety,  and  to  that  end  that  the  capital  stock,  railways,  properties,  rights 
and  franchises  of  both  parties  hereto  should  be  united; 

Now,  therefore,  It  is  agreed  that  the  capital  stock,  railways,  properties, 
rights  and  franchises  of  the  respective  parties,  as  hereinbefore  described, 
be,  and  the  same  are  hereby  united,  merged  and  consolidated,  and  a  new 
consolidated  company  be  formed,  as  follows: 

First.  The  name  of  such  consolidated  company  shall  be  the  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company. 

Second.  The  capital  stock  of  said  company  shall  consist  of  three  hun¬ 
dred  thousand  shares,  each  of  the  par  value  of  one  hundred  dollars;  one 
hundred  thousand  shares  of  said  stock,  to  wit:  the  sum  of  ten  million 
dollars,  shall  be  known  and  designated  as  common  stock.  Two  hundred 
thousand  shares  of  said  stock,  to  wit:  the  sum  of  twenty  million  dollars, 
shall  be  known  and  designated  as  preferred  stock.  The  preferred  stock 
shall  be  entitled  to  dividends,  if  earned,  at  the  rate  of  six  per  cent,  per 
annum,  payable  semi-annually,  in  preference  to  the  payment  of  any  divi¬ 
dend  on  the  common  stock;  such  preferred  dividends  to  be  cumulative, 
but  dependent  upon  the  profits  as  declared  by  the  board  of  directors,  and 
no  interest  to  accrue  on  delayed  dividends. 

Third.  The  principal  business  office  of  said  company  shall  be  estab¬ 
lished  and  maintained  in  the  city  of  Indianapolis,  state  of  Indiana. 

Fourth.  The  following  are  the  names  of  the  members  of  the  first 


j66  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

board  of  directors  of  said  company,  who  shall  continue  in  office  until  the 
first  annual  meeting  of  the  stockholders  of  said  consolidated  company, 
which  shall  take  place  on  the  third  Wednesday  of  March,  1884,  and 
annually  thereafter  on  said  day,  unless  hereafter  otherwise  provided  in 
the  by-laws  of  said  company:  William  L.  Scott,  Erie,  Penna.,  Charles 
J.  Osborn,  New  York,  George  B.  Roberts,  Philadelphia,  Penna.,  John 
P.  Green,  Philadelphia,  Penna.,  R.  Biddle  Roberts,  Chicago,  Ills.,  George 
Driggs,  Chicago,  Ills.,  George  Willard,  Chicago,  Ills.,  William  Borner, 
Chicago,  Ills.,  F.  W.  Belz,  Chicago,  Ills. 

The  government  of  said  consolidated  company,  and  the  management 
of  its  affairs,  shall  be  vested  in  the  following  named  officers  or  persons: 
a  president;  one  or  more  vice-presidents;  an  executive  committee  of 
five  persons;  a  secretary;  a  treasurer,  and  such  other  officers  as  may 
from  time  to  time  be  provided  in  the  by-laws  of  said  company. 

Fifth.  Such  consolidated  company  shall  assume  the  payment  of,  and 
at  their  maturity,  fully  pay  off  and  discharge  certain  bonds,  denominated 
Sectional  Mortgage  Bonds,  amounting  in  the  aggregate  to  about  $5,343,000, 
with  such  interest  as  may  accrue  thereon,  the  same  having  been  issued 
by  the  various  companies  which  formed,  by  successive  consolidations, 
the  Columbus,  Chicago  and  Indiana  Central  Railway  Company. 

Sixth.  Such  consolidated  company  shall  also  assume  the  payment  of, 
and  at  their  maturity,  according  to  the  tenor  thereof,  fully  pay  off  and 
discharge  twenty-two  million  dollars  of  the  fifty-year  five  per  cent,  gold 
bonds  executed  and  delivered  to  Wm.  L.  Scott,  John  S.  Kennedy  and 
Charles  J.  Osborn,  by  the  second  party,  as  part  payment  of  the  purchase 
money  for  said  railway,  and  all  the  estates,  properties,  rights  and  fran¬ 
chises  connected  therewith,  together  with  such  interest  as  may  accrue  on 
said  bonds;  and  shall  also  assume  and  perform  all  the  obligations  and 
covenants  which  are  devolved  upon  the  second  party  hereto,  and  which 
said  second  party  has  not  already  performed,  in  a  certain  mortgage  or 
deed  of  trust,  executed  and  delivered  by  Wm.  L.  Scott  and  wife,  John 
S.  Kennedy  and  wife,  and  Charles  J.  Osborn  and  wife,  as  first  party,  to 
Conrad  Baker  and  the  Union  Trust  Company,  of  New  York,  as  second 
party,  bearing  date  the  twenty-first  day  of  February,  in  the  year  1883, 
also  in  a  certain  deed  of  conveyance  between  said  Scott,  Kennedy  and 
Osborn,  and  their  wives,  as  first  party,  and  the  second  party  hereto  as 
second  party,  dated  the  seventeenth  day  of  March,  1883. 

Seventh.  Inasmuch  a$  the  capital  stock  of  me  second  party  represents 
the  full  and  exact  amount  and  kind  of  stock  which  was  to  be  issued  and 
delivered,  pursuant  to  the  agreement  of  reorganization  hereinbefore  men¬ 
tioned,  it  is  agreed  that  the  stockholders  of  the  second  party  shall  receive 
all  the  stock  of  the  new  consolidated  company,  and  in  the  same  propor¬ 
tion,  as  to  preferred  and  common  stock,  as  is  now  held  by  them  respec¬ 
tively,  and  that  no  stock  of  such  consolidated  company  shall  be  issued 
to  the  stockholders  of  the  first  party,  or  in  lieu  of  the  stock  of  the  first 
party  now  held  by  them  respectively,  but  the  same  shall  be  surrendered 
and  canceled. 

In  witness  whereof,  said  companies,  parties  hereto,  have  caused  these 


CORPORATE  HISTORY. 


767 


presents  to  be  executed  under  their  respective  corporate  seals,  this  fifth 
day  of  September,  1883. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 

By  J.  N.  McCULLOUGH,  First  Vice-President.  [seal] 

Attest: 

S.  B.  LIGGETT,  Secretary. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 

By  W.  L.  SCOTT,  President.  [seal] 

Attest: 

S.  B.  LIGGETT,  Secretary. 

Ratified  by  the  stockholders  of  the  Chicago,  St.  Louis  and  Pittsburgh 
Railroad  Company,  of  Indiana,  March  19,  1884,  and  by  the  stockholders 
of  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company,  of  Illinois, 
March  20,  1884. 

Filed  in  the  office  Secretary  of  State  of  Indiana,  April  1,  1884,  and  of 
Illinois,  April  3,  1884. 


KOKOMO  BELT  RAILROAD  COMPANY.1 

ARTICLES  OF  ASSOCIATION. 

We,  the  undersigned,  whose  names  and  places  of  residence  are  desig¬ 
nated  in  the  margin,  for  the  purpose  of  organizing  a  company  to  con¬ 
struct,  own,  and  maintain  a  railroad  hereinafter  mentioned,  in  pursuance 
of  an  Act  of  the  General  Assembly  of  the  state  of  Indiana,  entitled  “An 
Act  to  provide  for  the  incorporation  of  railroad  companies,”  approved 
May  11,  1852,  do  hereby  each  for  himself,  subscribe  the  number  of  shares 
in  the  capital  stock  of  said  contemplated  railroad  company,  set  opposite 
our  respective  names,  such  subscription  payable  to  said  company  as  the 
board  of  directors  may  from  time  to  time  direct. 

And  we  hereby  subscribe  and  agree  to  the  following  Articles  of  Asso¬ 
ciation,  to  wit: 

Article  First.  The  name  and  style  of  the  corporation  shall  be,  “  The 
Kokomo  Belt  Railroad  Company.” 

Second.  The  capital  stock  of  the  corporation  shall  be  eleven  thousand 
($11,000.00)  dollars,  to  consist  of  one  hundred  and  ten  (no)  shares  of  one 
hundred  ($100.00)  dollars  each. 

Third.  The  railroad  shall  commence  at  a  point  in  the  center  of  the 
Chicago,  St.  Louis  and  Pittsburgh  Railroad,  20.4  feet  south  of  where 
said  railroad  crosses  the  north  line  of  section  No.  six  (6),  township  No. 
twenty-three  (23)  north,  range  No.  four  (4)  east,  in  Howard  county,  state 
of  Indiana,  and  runs  thence  in  a  general  westerly  direction  to  the  Kokomo 
Straw  Board  Works,  in  said  county.  Said  proposed  railroad  is  two  and 
one-half  (2P2)  miles  in  length — all  in  Howard  county,  Indiana. 

Fourth.  The  number  of  directors  of  such  corporation  shall  be  five. 


1  See  page  100. 


768  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


The  following  stockholders  shall  constitute  the  Board  of  directors,  to 
manage  the  affairs  of  such  corporation  for  the  ensuing  year,  viz:  Charles 
A.  Jay,  Lex  J.  Kirkpatrick,  George  P.  Wood,  George  W.  Landon  and 
James  C.  Blacklidge. 

In  witness  whereof,  We  have  hereunto  severally  set  our  names,  as  par¬ 
ties  to  the  above  articles,  and  subscribed  to  the  capital  stock  of  said  com¬ 
pany,  this  21st  day  of  November,  1888. 

Signed  by  twenty  subscribers. 

Duly  acknowledged  before  G.  W.  Duke,  Notary  Public,  Howard  county, 
Indiana,  November  21,  1888. 

Filed  in  the  office  of  the  Secretary  of  State  of  Indiana,  November  22 
1888. 


AGREEMENT. 

Between  the  Kokomo  Belt  Railroad  Company  and  the  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company. 

Dated  March  9,  1889. 

For  the  conveyance  of  the  Kokomo  Belt  Railroad  to  the  Chicago,  St. 
Louis  and  Pittsburgh  Railroad  Company. 

Agreement  made  and  entered  into  by  and  between  the  Kokomo  Belt 
Railroad  Company,  party  of  the  first  part,  and  the  Chicago,  St.  Louis 
and  Pittsburgh  Railroad  Company,  party  of  the  second  part.  Witnesseth. 

That  in  consideration  that  the  party  of  the  second  part  shall  build,  con¬ 
struct  and  finish  the  railroad  of  the  party  of  the  first  part,  in  accordance 
with  the  terms  of  a  written  agreement  between  these  parties  of  even  date 
herewith;  and  in  payment  of  the  sum  of  twelve  thousand  dollars  therein 
specified  to  be  paid  for  the  construction  thereof,  the  party  of  the  first  part 
hereby  promises,  agrees  and  obligates  itself  to  sell,  assign,  convey  and 
transfer  its  entire  road,  with  its  franchise  and  right  of  way,  and  all  things 
appertaining  thereto,  to  the  party  of  the  second  part,  absolutely,  and  in 
as  full  a  manner  as  the  same  is  and  shall  be  owned,  held  and  enjoyed  by 
the  party  of  the  first  part,  and  clear  of  all  incumbrances. 

This,  9th  day  of  March,  1889. 

The  Kokomo  Belt  Railroad  Company, 

By  JAMES  C.  BLACKLIDGE,  President. 

Attest: 

L.  J.  KIRKPATRICK,  Secretary. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 

By  JAMES  McCREA,  General  Manager. 

Witness: 

S.  C.  SCOTT. 


CORPORATE  HISTORY. 


7  69 


AGREEMENT. 

Between  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company 
and  the  Kokomo  Belt  Railroad  Company. 

Dated  March  9,  1889. 

For  the  construction  of  the  Kokomo  Belt  Railroad,  by  the  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company. 

An  agreement  made  and  entered  into  by  and  between  the  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company,  party  of  the  first  part,  and 
the  Kokomo  Belt  Railroad  Company,  party  of  the  second  part.  Wit- 
nesseth: 

That  the  party  of  the  first  part,  for  and  in  consideration  of  the  sum  of 
twelve  thousand  dollars,  to  be  paid  by  the  party  of  the  second  part,  agrees 
to  construct  the  railroad  of  the  party  of  the  second  part,  its  entire  length, 
as  stated  and  set  forth  in  its  articles  of  association,  and  as  now  located, 
the  party  of  the  second  part  shall  procure  and  furnish  the  right  of  way 
for  the  construction  of  said  road  as  fast  as  the  same  shall  be  needed  in 
such  construction;  and  shall  also  furnish  all  the  ties  it  now  has,  being  in 
all  about  fourteen  hundred;  and  the  party  of  the  first  part  shall  furnish  all 
other  materials  necessary  for  the  completion  thereof.  The  track  shall 
be  laid  with  a  good  quality  of  repair  iron  in  the  procurement  of  right  of 
way  for  said  road,  the  party  of  the  second  part,  shall,  as  a  part  thereof, 
procure  the  right  to  cross  the  track  and  right  of  way  of  the  Lake  Erie 
and  Western  Railroad,  at  grade  at  the  point  where  said  Kokomo  Belt 
road  crosses  the  same  as  now  located.  Said  railroad  shall  be  completed 
and  put  in  such  shape  that  the  same  may  be  used  and  operated  by  the  1st 
day  of  July,  1889. 

This,  9th  day  of  March,  1889. 

The  Kokomo  Belt  Railroad  Company, 

By  JAMES  C.  BLACKLIDGE,  President. 

Attest: 

L.  J.  KIRKPATRICK. 

The  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company. 

By  JAMES  McCREA,  General  Manager. 

Witness: 

S.  C.  SCOTT. 


DEED. 

Kokomo  Belt  Railroad  Company,  to  the  Chicago,  St.  Louis  and 

Pittsburgh  Railroad  Company. 

Dated  January  27,  1890. 

Conveying  railroad,  properties,  franchises,  etc.,  of  the  Kokomo  Belt 

Railroad  Company. 

Whereas,  The  Kokomo  Belt  Railroad  Company,  was  incorporated  and 
organized  in  the  month  of  November,  A.  D.  1888,  under  the  general  rail¬ 
road  law  of  the  state  of  Indiana  to  locate,  construct,  own  and  operate  a 

49 


770  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


railroad  in  the  state  of  Indiana,  between  certain  points,  which  are  named 
in  the  third  article  of  its  Articles  of  Incorporation  in  these  words,  to  wit: 

“Article  third.  The  railroad  shall  commence  at  a  point  in  the  center 
of  the  Chicago,  St.  Louis  and  Pittsburgh  Railroad,  twenty  and  four- 
tenths  (20  4/10)  feet  south  of  where  said  railroad  crosses  the  north  line  of 
section  number  six  (6),  township  number  twenty-three  (23)  north  range 
number  four  (4),  east,  in  Howard  county,  state  of  Indiana,  and  run 
thence  in  a  general  westerly  direction  to  the  Kokomo  Straw  Board  Works 
in  said  county.  Said  proposed  railroad  is  two  and  one-half  (2 y2)  miles 
in  length — all  in  Howard  county,  Indiana.” 

And  whereas,  Said  Kokomo  Belt  Railroad  Company,  has  located  its 
railroad  between  said  points  as  shown  by  plat  and  profile  thereof  on  file 
in  the  office  of  the  clerk  of  said  county. 

And  whereas,  Said  Kokomo  Belt  Railroad  Company,  on  the  ninth  (9) 
day  of  March,  in  the  year  1889,  made  and  entered  into  a  contract  in 
writing  with  said  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 
a  corporation  also  organized  and  existing  under  the  general  railroad  laws 
of  the  state  of  Indiana,  whereby  the  first  named  company  agreed  that  in 
consideration  that  the  last  named  company  would  build  and  construct 
and  complete  said  railroad  as  so  located  as  aforesaid,  it  would  sell,  convey, 
transfer  and  deliver  to  the  last  named  company  its  said  roadbed  and  per¬ 
sonal  property,  rights  and  franchises,  so  held,  owned  and  possessed  by 
it,  under  its  organization: 

And  whereas,  Said  Chicago,  St.  Louis  and  Pittsburgh  Railroad  Com¬ 
pany,  has  built,  constructed  and  completed  said  railroad  according  to  the 
terms  of  said  agreement,  and  is  now  entitled  to  a  conveyance,  transfer 
and  possession  thereof. 

Now  therefore,  The  said  Kokomo  Belt  Railroad  Company,  in  con¬ 
sideration  of  the  sum  of  twelve  thousand  dollars  ($12,000),  paid  in  the 
construction  of  its  said  railroad,  hath  granted,,  bargained  and  sold,  and 
by  these  presents  doth  grant,  bargain,  sell,  convey  and  transfer  to  said 
Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company,  its  successors  and 
assigns,  forever,  its  said  railroad,  roadbed,  real  and  personal  property, 
rights  and  franchises,  as  above  set  forth  and  described,  and  in  as  full, 
ample  and  complete  a  manner  as  it  can  by  law  sell,  transfer  and  convey 
the  same,  or  as  by  said  contract  of  March  9th,  1889,  it  is  bound  to  do. 

In  witness  whereof  and  in  pursuance  of  an  order  of  its  Board  of  Direc¬ 
tors,  the  Kokomo  Belt  Railroad  Company  has  caused  these  presents  to 
be  signed  by  its  President,  countersigned  by  its  Secretary,  and  sealed  with 
its  corporate  seal,  this  27th  day  of  January,  A.  D.  1890. 

The  Kokomo  Belt  Railroad  Company, 

By  JAMES  C.  BLACKLIDGE,  President. 

Attest: 

L.  J.  KIRKPATRICK,  Secretary. 

Acknowledged  before  W.  E.  Blacklidge,  Notary  Public,  Howard  county, 
Indiana,  January  27,  1890. 

Recorded,  Howard  county,  Indiana,  February  19,  1890,  volume  65, 
page  308. 


CORPORATE  HISTORY. 


771 


CINCINNATI  AND  RICHMOND  RAILROAD 

COMPANY.1 


EATON  AND  HAMILTON  RAILROAD  COMPANY 

(No.  i).2 

AN  ACT 

To  Incorporate  the  Eaton  and  Hamilton  Railroad  Company. 

Passed  February  8,  1847. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  W.  H.  H.  B.  Minor,  Benjamin  Neal,  Joseph  S.  Hawkins,  Alfred 
Denny,  George  D.  Hendricks,  William  B.  Tizzard,  Cornelius  Vanausdal, 
Sampson  H.  Hubbell,  Elias  Minshaw,  of  Preble  county,  and  their  suc¬ 
cessors,  associates  and  assigns,  be  and  they  are  hereby  created  a  body 
corporate  and  politic,  by  the  name  and  style  of  the  Eaton  and  Hamilton 
Railroad  Company,  with  perpetual  succession;  and  by  that  name  and 
style  shall  be  entitled  to  all  the  rights  and  privileges,  and  subject  to  all 
the  restrictions  and  disabilities  of  the  “  Act  to  incorporate  the  Dayton 
and  Western  Railroad  Company,”  passed  February  fourteenth,  eighteen 
hundred  and  forty-six,  except  in  so  far  as  the  same  may  be  modified  by  the 
provisions  of  this  act  (see  act  incorporation  Dayton  and  Western,  page 
- )• 

Sec.  2.  The  capital  stock  of  said  company  shall  be  three  hundred 
thousand  dollars,  and  shall  be  divided  into  shares  of  twenty-five  dollars 
each. 

Sec.  3.  Said  company  shall  have  power  to  construct  a  railroad,  com¬ 
mencing  at  Eaton,  in  Preble  county;  thence  by  such  route  as  the  direc¬ 
tors  may  select,  to  the  town  of  Hamilton,  in  Butler  county,  and  to  no 
other  place. 

Sec.  4.  Said  corporation  may  demand  and  receive  from  all  persons 
using  or  traveling  on  said  road,  or  for  the  transportation  of  property, 
such  rates  of  toll  as  the  said  corporation  may  deem  reasonable. 

Ohio  Local  Laws,  vol.  45,  page  97. 

AN  ACT 

To  Amend  the  Act  entitled  an  Act  to  Incorporate  the  Xenia, 

Eaton  and  Indiana  Railroad  Company,  passed  February  24,  1848. 

Passed  March  21,  1850. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  the  commissioners  of  Preble  county  may,  under  the  provisions  of 
the  act  entitled  “  An  act  to  incorporate  the  Xenia,  Eaton  and  Indiana 
Railroad  Company,”  passed  February  24th,  1848,  subscribe  to  the  capital 


1  See  page  127. 


2  See  page  127. 


772  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


stock  of  the  Eaton  and  Hamilton  Railroad  Company,  and  the  Dayton 
and  Western  Railroad  Company,  any  sum  not  exceeding  one  hundred 
thousand  dollars,  to  be  equally  divided  between  said  companies;  the 
legislature  may  at  any  time  hereafter  subject  said  companies  to  the  pro¬ 
visions  of  any  general  law,  now  or  hereafter  in  force,  regulating  railroad 
companies. 

(The  county  of  Preble  made  no  subscription  to  the  capital  stock  of 
the  Eaton  and  Hamilton  Railroad  Company,  and  there  is  no  record  of 
the  acceptance  of  this  act  by  them.) 

Ohio  Local  Laws,  vol.  48,  page  312. 

AN  ACT 

To  Authorize  the  City  of  Cincinnati  to  Loan  Credit  to  Railroad 

Companies. 

Approved  March  20,  1850. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  the  city  of  Cincinnati,  by  a  vote  of  a  majority  of  all  the  members 
legally  constituting  its  city  council,  at  any  regular  meeting  thereof,  and 
with  the  previous  consent  of  a  majority  of  all  the  votes  polled  at  the 
spring  or  fall  election,  on  which  the  vote  on  such  loan  is  to  be  taken 
by  the  qualified  electors  of  the  said  city,  voting  at  the  election  or  elec¬ 
tions  hereinafter  mentioned,  be  and  it  is  hereby  authorized  to  issue 
negotiable  bonds,  or  other  forms  of  obligation  or  evidences  of  debt,  to 
any  amount  not  exceeding  the  sum  of  one  million  of  dollars,  and  in 
several  amounts  of  not  less  than  one  thousand  dollars  each,  bearing  an 
interest  not  exceeding  six  per  centum  per  annum,  and  payable  at  any 
time  or  times  at  the  will  of  said  city  council,  beyond  the  period  of  ten 
years,  and  within  thirty  years  from  and  after  the  dates  of  their  respective 
issue. 

Sec.  2.  That  the  said  city  council  may,  by  a  like  majority  of  the  board, 
as  is  required  in  the  first  section  of  this  act,  advance,  lend  and  transfer 
the  said  bonds  or  any  other  bonds  or  stocks  now  held  by  the  said  city, 
in  such  amounts  and  numbers,  or  may  subscribe  to  and  pay  for  a  part 
of  the  capital  stock  of  either  of  said  companies,  as  hereinafter  provided, 
as  the  said  majority  of  the  city  council  may  elect  and  determine,  to  any 
railroad  company  or  companies  which  are  now  or  may  hereafter  be 
chartered  by  the  General  Assembly  of  the  state  of  Ohio,  and  the  termi¬ 
nation  of  which  is  or  shall  be  by  their  respective  acts  of  incorporation, 
fixed  at  or  within  the  said  city  of  Cincinnati,  or  which  shall  connect 
with  any  main  trunk  of  railroad  now  terminating,  or  which  are  intended 
to  terminate  at  said  city,  and  that  the  said  council  may  in  like  manner 
and  with  like  restrictions  make  a  similar  loan  to  the  Covington  and 
Lexington  Railroad  Company,  chartered  by  the  commonwealth  of  Ken¬ 
tucky;  provided,  that  the  city  council  may,  if  it  so  elect,  the  assent  ol 
the  qualified  voters  of  said  city  being  first  obtained  as  herein  provided 
for,  transfer  by  way  of  subscription  to  any  one  or  more  of  the  incor¬ 
porated  companies  referred  to  in  this  act,  all  or  any  part  of  the  stocks 


CORPORATE  HISTORY. 


773 


now  held  by  said  city  of  Cincinnati;  provided,  that  the  amount  so  sub¬ 
scribed  shall  be  deemed  to  be  taken  a  part  of  the  one  million  of  dollars 
which  said  city  council  is  authorized  to  loan,  by  the  provision  of  this 
act. 

Sec.  3.  That  said  city  council  shall  keep  an  accurate  register  of  all 
bonds  or  other  obligations  issued  under  the  provisions  of  this  act,  show¬ 
ing  the  dates,  numbers  and  amounts  thereof,  and  to  whom  and  when 
payable,  and  the  rate  of  interest  stipulated  therein,  and  they  shall  also 
cause  to  be  kept  in  the  office  of  the  city  clerk  such  books  and  entries  as 
will  fully  show  all  liabilities,  receipts,  disbursements,  and  the  precise 
state  of  indebtedness  of  said  city,  in  any  way  arising  under  this  act. 

Sec.  4.  That  the  faith  of  the  city  of  Cincinnati  shall  stand  pledged 
for  the  payment  of  the  indebtedness  and  interest  which  may  become  due 
from  said  city,  under  this  act;  and  it  is  moreover  hereby  made  the  duty 
of  the  said  city  council,  from  and  after  the  contracting  of  any  indebted¬ 
ness  against  said  city,  to  add  such  per  centum  upon  the  tax  duplicate  of 
said  city,  annually,  over  and  above  the  ordinary  state,  county  and  city 
taxes,  as  shall  be  sufficient  to  pay  the  accruing  interest  arising  under 
this  act.  And  also  to  provide  a  sinking  fund  of  such  amount  as  they 
may  deem  expedient,  and  the  money  so  levied,  when  collected,  shall  be 
applied  to  the  purpose  aforesaid,  and  to  none  other;  provided,  that  the 
said  city  council,  at  its  option,  and  instead  of  the  aforesaid  provision 
for  the  payment  by  the  city  of  the  interest  aforesaid  may  contract  with 
either  or  any  of  said  railroad  companies  for  the  payment  of  the  same  by 
said  company  or  companies. 

Sec.  5.  That  before  the  issuing  of  the  bonds  hereinbefore  mentioned, 
under  this  act,  the  question  shall  be  submitted  to  the  qualified  voters  of 
said  city,  whether  the  aforesaid  issue  and  loan,  or  whether  any  part  or 
portion  thereof,  which  the  city  council  may  propose  and  designate  to 
them,  shall  be  made  and  contracted;  and  to  this  end  it  is  further  pro¬ 
vided  that  at  least  ten  days  previous  to  the  annual  spring  or  autumn 
election,  the  city  council  may  give  notice  by  advertisement,  in  at  least 
four  newspapers,  for  the  same  length  of  time  of  a  copy  of  this  act,  and 
the  qualified  electors  of  the  different  wards  of  said  city  shall,  at  the 
election  so  given  notice  of  by  the  council  as  aforesaid,  vote  for  or  against 
said  subscription,  loan  or  loans,  by  using  one  or  the  other  of  the  following 
phrases,  or  some  equivalent  language  expressive  of  the  particular  ques¬ 
tion  Submitted  to  vote,  to  be  written  or  printed  on  their  ballots:  “  for 
subscription,”  “  against  subscription,”  and  that  the  said  question  or 
questions  may  be  so  submitted  to  the  people  according  to  such  discre¬ 
tion  of  the  council,  at  either  of  the  said  annual  elections,  within  two 
years  from  and  after  the  ensuing  April  election  inclusive. 

Sec.  6.  That  the  judges  of  said  elections  in  the  several  wards  of  said 
city  shall  respectively  keep  a  statement  of  the  votes  given  for  and  against 
said  subscriptions  or  loans  at  said  elections,  and  within  three  days  after 
said  election  or  elections,  the  judges  of  elections  shall  certify  to  the  clerk 
of  the  city  of  Cincinnati  the  number  of  votes  given  for  and  against  the 
proposition,  and  it  is  hereby  made  the  duty  of  said  clerk,  in  the  presence 
of  two  justices  of  the  peace,  within  said  city,  to  examine  and  make  an 


774  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

abstract  of  all  the  votes  given  for  and  against  the  subscription  or  loan 
aforesaid,  which  abstract  shall  be  signed  by  said  clerk  and  justices,  and 
hied  in  the  office  of  said  city  clerk;  and  if  it  shall  be  found  that  more 
than  one-half  the  votes  given  at  said  elections  on  the  question  shall  be  in 
favor  of  subscription,  the  said  clerk  shall  certify  the  same  to  the  city 
council,  whose  duty  it  shall  be  thereupon  to  exercise  the  rights,  privi¬ 
leges  and  duties  hereby  granted,  and  in  all  other  respects  to  conform 
itself  to  the  provisions  of  this  act;  provided,  that  the  question  of  sub¬ 
scription  shall  not  be  submitted  to  vote  by  the  city  council  more  than 
once  in  reference  to  the  same  proposition. 

Sec.  7.  That  it  shall  be  the  duty  of  the  said  city  council,  and  it  is 
hereby  authorized  to  contract  with  the  said  companies,  and  with  each 
of  them  to  secure  by  mortgages,  transfers  or  by  hypothecation  of  stock 
of  the  said  company  or  companies,  or  by  such  other  lien  or  liens,  security 
or  securities,  real  or  personal,  as  may  be  mutually  agreed  upon  by  the 
said  council  and  the  said  company  or  companies,  the  payment  of  the 
amount  of  the  principal  of  such  bonds  as  they  may  become  due,  and  for 
the  reimbursement  to  the  said  city  of  Cincinnati,  the  interest  upon  the 
same  which  shall  have  been  paid  by  said  city;  and  for  the  further  purpose 
of  securing  said  city  against  all  loss  or  losses  which  the  same  may  suffer, 
whether  by  payment  of  said  principal  or  interest,  or  any  damages  arising 
therefrom,  and  that  the  above  described  liens,  mortgages  or  other  securi¬ 
ties  shall  have  priority  or  precedence  of  all  claims  or  obligations  subse¬ 
quently  contracted  by  such  company  or  companies,  and  over  other  liens, 
securities  or  mortgages  which  were  not  duly  entered  into  between  said 
company  or  companies  and  other  person  or  parties,  before  the  respective 
issues  and  loans  aforesaid. 

Sec.  8.  That  the  second  and  third  sections  of  an  act  to  aid  the  Ohio 
and  Mississippi  Railroad  Company,  passed  March  15th,  1849,  be  and  the 
same  are  hereby  repealed. 

Ohio  Laws,  vol.  48,  page  308. 


AN  ACT 

To  Amend  the  Act  entitled  “  An  Act  to  Incorporate  the  Eaton 
and  Hamilton  Railroad  Company,”  passed  February  8,  1847. 

Passed  March  25,  1850. 

Section  i.1  Be  it  enacted  by  the  General  Assembly  of  the  state  of 
Ohio,  That  the  capital  stock  of  the  Eaton  and  Hamilton  Railroad  Com¬ 
pany  be  and  the  same  is  hereby  extended  to  six  hundred  thousand  dol¬ 
lars,  the  additional  stock  to  be  subscribed  and  paid  at  such  times,  and 
on  such  terms,  and  in  such  manner  as  the  board  of  directors  of  said 
company  shall  order. 

Sec.  2. 2  That  said  company  may  connect  with  any  other  railroad,  on 
terms  to  be  agreed  upon  by  the  companies  interested,  or  may  transfer 
its  corporate  rights  and  property,  to  any  such  company  with  which  it 
may  connect  on  such  terms  and  conditions  as  may  be  authorized  by 
the  holders  of  a  majority  of  its  stock;  and  after  such  transfers  the  prop- 


1  See  section  3  of  Act  of  March  7,  1851. 


2  See  section  8  of  Act  of  March  7,  1851. 


CORPORATE  HISTORY. 


775 


erty,  rights  and  interests  of  this  company  shall  vest  in  and  become  the 
property  of  the  company  to  which  the  same  may  be  transferred,  and 
thereafter  become  a  part  of  such  road  in  all  respects  as  if  said  road  had 
been  originally  constructed  by  the  company  to  which  the  said  transfer 
is  made. 

Sec.  3.1  That  the  provisions  of  the  second  section  of  the  act  entitled 
^  An  act  regulating  railroad  companies/’  passed  February  nth,  1848, 
be  and  the  same  are  hereby  extended  to  the  Eaton  and  Hamilton  Rail¬ 
road  Company. 

Ohio  Local  Laws,  vol.  48,  page  272. 

AN  ACT 

To  Amend  and  Consolidate  the  Several  Acts  Relating  to  the 
Eaton  and  Hamilton  Railroad  Company. 

Passed  March  7,  1851. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  the  present  stockholders  of  the  Eaton  and  Hamilton  Railroad 
Company,  with  such  other  persons  as  may  hereafter  become  stockholders 
in  said  company,  their  successors,  associates  and  assigns,  shall  be  a 
body  corporate,  with  perpetual  succession,  by  the  name  of  “  The  Eaton 
and  Hamilton  Railroad  Company,”  for  the  purpose  of  constructing  a 
railroad  from  the  town  of  Hamilton,  in  the  county  of  Butler,  to  the 
town  of  Eaton,  in  the  county  of  Preble,  as  heretofore  provided,  and 
thence  to  the  state  line  between  Ohio  and  Indiana,  upon  such  route  or 
line  as  said  company  has  or  may  hereafter  select  or  adopt,  with  power 
to  make  such  variations  as  may  be  considered  necessary;  to  use  and  be 
sued,  plead  and  be  impleaded,  defend  and  be  defended,  contract  and  be 
contracted  with,  acquire  and  convey  at  pleasure  all  such  real  and  personal 
•estate  as  may  be  considered  necessary  dr  convenient  to  carry  into  effect 
the  objects  of  said  corporation;  to  make  and  use  a  common  seal,  and  the 
same  to  alter,  break  and  renew  at  pleasure,  and  to  do  all  needful  acts  to 
carry  into  effect  the  objects  hereby  contemplated. 

Sec.  2.  Said  corporation  shall  have  power,  and  is  hereby  authorized 
to  construct  and  maintain  a  railroad  with  a  single  or  double  track,  with 
such  side  tracks,  turnouts,  offices  and  depots  as  may  be  considered 
necessary  or  convenient  between  the  points  aforesaid;  and  also  to  con¬ 
struct  an  extension  of  the  main  line  from  the  southern  terminus,  or  any 
other  point  on  said  main  line,  to  the  city  of  Cincinnati,  and  to  make  a 
branch  or  branches  from  said  main  line,  or  from  said  extension,  to  any 
place  or  places,  under  the  same  powers  and  restrictions  as  are  provided 
for  the  construction  of  said  main  line,  by  this  act,  and  may  adopt  such 
extension,  branch  or  branches  as  part  and  parcel  of  said  main  line. 

Sec.  3.  The  capital  stock  of  said  corporation  shall  be  six  hundred 
thousand  dollars,  which  may  be  increased  at  the  discretion  of  the  board 
of  directors  to  any  amount  not  exceeding  two  millions  of  dollars,  shall 


1  See  Act  of  March  7,  1851,  amending  and  consolidating  the  several  acts  relating  to  the  Eaton  & 
Hamilton  Railroad  Company. 


776  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  .LOUIS  RY.  CO. 


be  divided  into  shares  of  twenty-five  dollars  each,  and  shall  be  regarded 
as  personal  property. 

Sec.  4.  That  upon  every  subscription  of  stock  there  shall  be  due  at 
the  time  of  subscribing  ten  per  centum  on  each  share  so  subscribed,  or 
the  same  may  be  paid  when  called  for  in  future  by  the  directors,  at  the 
option  of  the  company,  and  the  residue,  or  the  whole  subscription,  shall 
be  paid  in  such  installments,  and  at  such  times  as  may  be  required  by 
the  board  of  directors  of  said  company,  to  the  treasurer  thereof;  and 
said  company  may  take  and  receive  from  such  persons  as  shall  subscribe 
for  or  purchase  its  stock,  such  bonds  or  notes  for  the  payment  thereof 
as  they  may  think  proper. 

Sec.  5.  If  any  one  or  more  of  the  installments  of  stock  shall  remain 
unpaid  for  sixty  days  after  the  time  at  which  it  may  have  been  required 
by  the  board  of  directors  to  be  paid,  whether  such  stock  be  held  by  the 
original  subscriber,  assignee  or  transferee,  the  same  may  be  collected  by 
suit;  or  the  corporation  may  sell  the  stock  at  public  auction  for  the 
amount  then  due,  giving  twenty  days’  notice  of  the  time  and  place  of 
such  sale,  by  advertisement  in  some  newspaper  of  general  circulation 
in  the  county  in  which  such  sale  is  to  be  made,  and  the  residue  of  the 
money  arising  from  such  sale,  after  paying  the  amount  due,  and  costs, 
shall  be  paid  over  to  the  said  former  owner,  and  if  the  whole  of  said 
installment  or  installments  be  not  paid  by  the  proceeds  of  such  sale,  the 
remainder  shall  be  recoverable  by  suit  against  such  subscriber,  assignee 
or  transferee. 

Sec.  6.  The  powers  of  said  corporation  shall  be  exercised,  and  its 
business  managed  by  thirteen  directors,  who  shall  be  stockholders;  but  no 
person  shall  be  eligible  as  a  director'  who  fails  or  refuses  to  pay  his 
stock,  nor  shall  such  stock  be  voted  at  any  election  for  officers.  The 
number  of  directors  may,  however,  be  diminished  to  any  number  not  less 
than  five  at  any  time  preceding  any  annual  election  for  directors,  by  a 
resolution  of  the  board  of  directors  then  in  power,  to  that  effect,  based 
upon  a  petition  of  the  stockholders  representing  a  majority  of  the  stock, 
asking  for  such  diminution;  and  the  same  may,  in  like  manner,  be 
thereafter  increased  to  any  number  not  exceeding  thirteen.  Each  share 
of  stock  shall  entitle  the  owner  to  one  vote,  either  in  person  or  by 
proxy,  and  a  plurality  of  votes  shall  be  necessary  for  a  choice.  The 
directors  shall  serve  one  year  and  until  their  successors  are  elected  and 
qualified.  Twenty  days’  previous  notice  shall  be  given  of  the  time  and 
place  of  holding  all  elections,  by  advertisement  in  one  or  more  news¬ 
papers  of  general  circulation  along  the  line  of  said  road.  A  majority  of 
said  directors  shall  constitute  a  quorum  and  be  competent  to  do  busi¬ 
ness  and  to  fill  all  such  vacancies  as  may  at  any  time  occur  in  the  board, 
make  by-laws,  and  fully  transact  all  the  business  of  the  company.  The 
directors  chosen  at  any  election  shall,  so  soon  thereafter  as  may  be  con¬ 
venient,  meet  and  organize  the  board  of  directors,  by  choosing  one  of 
their  own  number  president,  and  appointing  suitable  persons  to  act  as 
treasurer  and  secretary  of  the  company,  but  every  director,  president, 
secretary  and  treasurer,  before  he  acts  as  such,  shall  be  legally  sworn  or 
affirmed,  that  he  will  honestly  and  impartially  discharge  the  duties  of  his 


CORPORATE  HISTORY. 


777 


said  office  to  the  best  of  his  judgment,  skill  and  ability;  and  the  said 
treasurer,  before  entering  upon  the  discharge  of  his  duties,  shall  also 
enter  into  bond  to  said  company,  for  the  faithful  performance  of  said 
trust,  in  such  sum  and  with  such  further  conditions  and  such  sureties 
as  the  board  of  directors  may  from  time  to  time  prescribe.  All  elections 
shall  be  held  at  the  time  and  be  conducted  in  the  manner  prescribed  by 
said  board;  and  in  case  of  a  failure  to  hold  any  annual  election  at  the 
time  specified,  the  corporation  shall  not  on  that  account  be  dissolved, 
but  the  board  of  directors  shall  provide  for  a  special  election. 

Sec.  7.  Said  corporation  may  allow  to  its  stockholders,  until  the  road 
shall  be  put  in  operation,  or  the  entire  stock  made  up,  such  a  rate  of 
interest,  not  exceeding  eight  per  centum  per  annum  on  the  capital 
stock  paid  in,  payable  either  in  stock  or  money,  as  the  board  of  directors 
may  determine. 

Sec.  8.  The  said  company  may  assist  in  the  construction  of  other 
connecting  roads,  or  contract  for  stocking  and  running  the  same,  or  any 
part  thereof,  or  permit  any  other  company  to  stock  and  run  its  own 
road,  with  such  extension,  branch  or  branches,  as  it  may  think  proper, 
under  this  act  to  construct,  or  any  of  them,  upon  such  terms  and  under 
such  guarantees  as  the  board  of  directors  may  think  proper  to  agree 
upon;  or  the  said  board  of  directors,  by  and  with  the  consent  of  the 
stockholders  representing  a  majority  of  the  capital  stock  of  the  com¬ 
pany,  may  purchase  any  such  connecting  road,  or  sell  its  own  road, 
with  any  extension,  branch  or  branches,  or  any  of  them,  to  the  company 
owning  any  such  connecting  road,  or  said  corporation,  with  such  con¬ 
sent  of  the  stockholders,  may  consolidate  and  unite  its  own  capital  stock, 
and  entire  interest  and  property  with  any  railroad  or  company,  upon 
such  terms  as  may  be  agreed  upon  between  the  respective  parties,  and 
after  such  purchase,  sale  or  consolidation,  said  corporation  is  hereby 
authorized  to  make  or  receive  such  written  transfer  as  may  be  prescribed 
by  the  board  of  directors,  which  instrument  shall  be  valid  in  law,  and 
fully  operative  for  the  purposes  intended. 

Sec.  9.  That  the  better  to  enable  said  corporation  to  accomplish  the 
objects  of  its  creation,  the  board  of  directors  are  hereby  authorized,  on 
behalf  of  said  company,  to  borrow  money,  at  a  rate  of  interest  not  ex¬ 
ceeding  eight  per  centum  per  annum,  and  to  execute  bonds  or  promissory 
notes  therefor;  or  to  issue  bonds  upon  the  credit  of  said  company,  under 
its  corporate  seal,  signed  by  the  president  and  countersigned  by  the 
secretary,  for  such  sums,  and  payable  at  such  times,  and  with  such  rate  of 
interest  as  they  may  think  proper  to  prescribe,  and  to  sell  and  negotiate 
the  same  in  or  out  of  the  state,  and,  in  either  case,  to  pledge  or  mort¬ 
gage  the  entire  property  and  capital  stock  of  the  company,  with  its 
future  incomes  and  revenues,  or  such  part  of  them  as  they  may  think 
proper,  for  their  payment,  with  the  interest,  contracted  for  by  them. 

Sec.  10.  That  said  company  is  authorized  to  enter  upon  any  lands, 
for  the  purpose  of  examining  and  surveying  its  said  railroad  line  or 
lines,  and  may  appropriate  so  much  of  said  lands  as  may  be  necessary 
for  the  construction  of  its  said  road,  extension  or  branches,  including 
necessary  side  tracks,  depots,  work  shops  and  water  stations,  materials  for 


77§  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


construction  (except  timber),  with  the  right  of  way  over  adjacent  lands, 
to  enable  the  company  to  construct  and  repair  its  said  road  or  roads,  and 
to  conduct  or  carry  off  surplus  water  by  proper  drains,  ditches  or  aque¬ 
ducts.  And  upon  the  making  of  any  such  appropriation  said  company 
shall  forthwith  file  with  the  clerk  of  the  Court  of  Common  Pleas,  or 
other  court  of  record,  of  the  county  in  which  the  land  lies,  a  description 
of  the  rights  and  interests  which  shall  belong  to  said  company,  to  be 
used  for  the  purposes  specified,  on  payment  being  made  therefor  or 
secured;  or  the  company  may  purchase  any  such  lands,  materials,  rights 
of  way,  or  interest  of  the  owner  or  owners  of  such  lands;  or  in  case  the 
same  is  owned  by  a  person  insane,  or  an  infant,  at  a  price  to  be  agreed 
upon  by  the  legal  guardian  or  parent  of  such  insane  person,  or  infant, 
subject  to  the  approval  of  the  court,  in  which  such  description  should 
be  filed;  and  the  said  owner,  guardian  or  parent  may  convey  the  said 
premises  to  said  company,  in  fee  simple,  or  otherwise,  as  may  have 
been  agreed  upon  by  the  parties;  and  such  conveyance  shall  be  valid  in 
law.  And  in  either  case  in  the  absence  of  such  agreement,  the  company, 
upon  making  such  appropriation,  shall  deliver  to  such  owner,  guardian 
or  parent,  if  within  the  county,  a  copy  of  such  instrument  of  appropria¬ 
tion;  or,  if  such  owner,  guardian  or  parent  shall  not  reside  within  the 
county,  or  shall  be  unknown  to  the  company,  said  company  shall  give 
notice  of  such  appropriation,  by  advertisement,  reciting  the  substance 
thereof,  in  some  newspaper  of  general  circulation  in  the  county,  for  the 
term  of  three  weeks;  and  upon  the  filing  of  such  instrument  of  appro¬ 
priation,  and  the  delivery  of  such  copy,  or  the  making  of  such  publica¬ 
tion,  said  court,  if  in  session,  or  if  not,  any  judge  thereof,  upon  applica¬ 
tion  of  either  party,  shall  appoint,  by  warrant,  three  disinterested  free¬ 
holders  of  the  county,  to  appraise  the  damages  which  the  owner  of  said 
land  may  sustain  by  reason  of  such  appropriation,  who,  after  being  duly 
sworn,  shall  take  into  consideration  the  benefits,  as  well  as  the  injuries, 
to  be  sustained  by  the  owner,  and  forthwith  return  their  assessment  of 
damages  to  the  clerk  of  said  court,  setting  forth  the  value  of  the  prop¬ 
erty  taken,  or  damages  done  to  property,  and  the  amount  of  benefit  con¬ 
ferred,  and  assessing  the  difference,  if  any,  as  the  real  damages  in  favor 
of  such  owner,  which  said  returns  shall  be  filed  and  recorded  by  the 
clerk;  and  thereupon  said  company  shall  pay  into  the  hands  of  said 
clerk  the  amount  thus  assessed,  or  secure  the  payment  thereof,  to  the 
satisfaction  of  said  court,  or  of  the  judge  by  whom  the  warrant  was 
issued;  and  upon  making  payment  or  tender  thereof  to  said  clerk,  or 
on  securing  the  same  as  aforesaid,  it  shall  be  lawful  for  said  company 
to  hold  the  interests  in  such  lands  or  materials  thus  appropriated,  and 
the  privilege  of  using  any  materials  on  such  roadway  within  fifty  feet 
on  each  side  of  the  center  thereof.  The  costs  of  such  award  shall  be 
paid  by  the  company,  and  on  motion,  by  either  of  the  parties  interested, 
and  on  producing  said  proceedings,  the  court  may  enforce  such  payment 
by  execution.  The  award  of  said  arbitrators  may,  however,  be  received 
(reviewed)  by  the  court,  on  written  exceptions,  filed  by  either  party,  in 
the  clerk’s  office,  within  ten  days  after  the  filing  of  such  award,  and  the 
court  shall  take  such  order  therein  as  right  and  justice  may  require,  by 


CORPORATE  HISTORY. 


779 


ordering,  if  good  cause  be  shown,  a  new  appraisement.  But  the  com¬ 
pany,  notwithstanding  such  proceedings,  may  take  and  hold  possession 
of  the  property  or  interest  thus  appropriated;  and  the  subsequent  pro¬ 
ceedings  thereon,  shall  have  relation  only  to  the  amount  of  damages  to 
be  allowed.  If  prior  to  such  assessment/however,  the  company  shall 
tender  to  such  owner,  guardian  or  parent,  an  amount  equal  to  the  award 
afterwards  made,  exclusive  of  costs,  the  subsequently  accruing  costs 
shall  be  paid  equally  by  the  respective  parties. 

Sec.  ii.  That  whenever  said  company  shall  find  it  necessary,  for  the 
purpose  of  avoiding  annoyance  to  public  travel,  or  dangerous  or  difficult 
curves  or  grades,  or  unsafe  or  unsubstantial  grounds  or  foundations,  or 
for  other  reasonable  causes,  to  change  the  location  or  grade  of  any  por¬ 
tion  of  their  said  road,  extension  or  branches,  whether  heretofore  or 
hereafter  to  be  constructed,  said  company  is  hereby  authorized  to  make 
such  change  or  changes,  not  departing  from  the  points  and  general 
route  prescribed  by  this  act,  and  in  doing  so,  to  enter  upon  and  take 
and  appropriate  such  lands,  interests  and  materials,  as  the  same  may 
render  necessary  and  proper,  in  the  manner  and  under  the  restrictions 
prescribed  in  the  tenth  section  of  this  act;  and  said  company  shall  also, 
in  such  case,  be  liable  in  damages  to  the  owner  or  owners,  of  the  lands, 
from  which  said  road  may  have  been  removed,  to  be  assessed  and 
ascertained  as  in  other  cases;  but  no  damages  shall  be  allowed  in  any 
case  unless  claimed  within  ninety  days  after  notice  of  such  intended 
change  shall  be  given  to  such  owner  or  owners,  if  residing  on  the  prem¬ 
ises,  or  if  non-resident,  by  publication  in  some  newspaper  of  general 
circulation  in  the  county. 

Sec.  12.  If  it  shall  become  necessary,  in  the  location  of  any  part  of 
said  railroad,  its  extension,  or  any  branch  thereof,  to  occupy  any  road, 
street,  alley  or  public  way,  or  ground  of  any  kind,  or  any  part  thereof,  it 
shall  be  competent  for  the  municipal  corporation,  or  other  public  au¬ 
thorities  owning  or  having  charge  thereof,  and  said  company,  to  agree 
upon  the  manner,  terms  and  conditions,  upon  which  the  same  may  be 
used  or  occupied;  but  if  said  parties  shall  be  unable  thus  to  agree,  and 
it  shall  be  necessary,  in  the  opinion  of  the  board  of  directors,  to  use  or 
occupy  such  road,  street,  alley  or  other  public  way  or  ground,  said 
company  may  apply  to  the  Court  of  Common  Pleas  of  the  county,  setting 
forth  the  facts  of  the  case,  and  said  court  shall  thereupon  appoint  three 
judicious,  disinterested  freeholders  of  said  county,  who  Shall  proceed  to 
determine,  upon  actual  view  of  the  premises,  whether  such  use  or  occu¬ 
pation  is  necessary,  and  if  necessary,  the  manner  and  terms  upon  which 
the  same  shall  be  enjoyed  by  said  company,  and  make  return  of  their 
proceedings  to  said  court,  who  shall,  if  deemed  just,  make  the  necessary 
order  to  carry  the  same  into  effect;  or  the  court  may,  on  good  cause 
shown,  order  a  review  of  the  premises. 

Sec.  13.  That  said  company  may  acquire,  by  purchase  or  gift,  any 
lands  in  the  vicinity  of  said  road,  extension,  or  any  branch  thereof,  or 
through  which  the  same  may  pass,  so  far  as  may  be  necessary  to  secure 
the  right  of  way,  or  such  other  lands,  interests,  or  personal  property 
as  may  be  granted  to  aid  in  the  construction  of  said  road  or  roads,  by 


780  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

way  of  subscription  to  the  capital  stock  of  the  company,  and  the  same 
to  hold  or  convey  in  such  manner  and  upon  such  terms  as  the  board  of 
directors  may  prescribe;  and  all  deeds  of  conveyance  made  by  such 
company  shall  be  signed  by  the  president  under  the  corporate  seal  of 
the  company. 

Sec.  14.  It  shall  be  lawful  for  said  company,  whenever  it  may  become 
necessary,  in  the  construction  of  their  said  road,  extension,  or  any 
branch  thereof,  to  cross  any  road  or  stream  of  water,  or  to  divert  the 
same  from  its  present  location  or  bed;  but  said  company  shall,  without 
unreasonable  delay,  place  such  road  or  stream  in  such  condition  as  not 
to  impair  its  former  usefulness. 

Sec.  15.  That  said  company  shall  have  power'  to  appoint  all  such 
officers,  agents  or  servants  as  may  be  considered  necessary  for  the  trans¬ 
action  of  its  business,  and  may,  at  its  pleasure,  remove  any  or  all  of  them; 
and  to  determine,  by  contract,  the  compensation  of  engineers,  officers, 
agents  or  servants  in  the  employ  of  said  company,  and  by  their  by-laws 
or  otherwise  define  the  manner  of  adjusting  and  settling  all  accounts, 
toA  determine  the  manner  and  evidence  of  transfer  of  stock,  and  to  pass 
such  by-laws  as  may  be  considered  necessary  for  exercising  all  the 
powers  vested  in  said  corporation,  not  inconsistent  with  the  laws  of  this 
state  or  of  the  United  States. 

Sec.  16.  That  said  company  may,  from  time  to  time,  complete  and 
put  in  operation  any  part  or  portion  of  its  road,  extension  or  branch 
thereof,  and  when  so  completed  and  put  in  operation  collect  and  receive 
a  ratable  proportion  of  tolls  or  pay  for  the  transportation  thereon  of 
passengers  and  property. 

Sec.  17.  That  said  company  may  demand  and  receive  from  all  per¬ 
sons  using  or  traveling  upon  said  road,  extension  or  branch  thereof,  for 
the  transportation  of  property  or  passengers,  such  rates  of  toll  as  said 
company  may  think  reasonable,  which  said  rates  shall  be  posted  up  in 
some  public  place  at  each  of  the  depots;  and  at  any  time  after  the  ex¬ 
piration  of  ten  years  from  the  final  completion  of  said  work,  and  the 
putting  of  it  into  operation,  it  shall  be  lawful  for  the  General  Assembly 
to  prescribe  the  rates  to  be  charged  for  the  transportation  of  persons 
or  property  thereon,  should  those  charged  by  the  company  be  deemed 
too  high,  and  may,  ten  years  thereafter,  exercise  the  same  power;  pro¬ 
vided,  that  no  reduction  shall  be  made  unless  the  net  profits  of  the 
company,  on  an  average  for  the  previous  ten  years,  shall  have  amounted 
to  more  than  ten  per  centum  per  annum  on  its  capital  stock,  and  then 
not  so  as  to  reduce  the  future  probable  profits  below  that  percentage. 

Sec.  18.  The  said  company  shall  establish  a  principal  office  at  some 
point  on  the  line  of  its  said  road  or  roads,  and  may  change  the  same  at 
pleasure;  and  process  against  said  company  shall  be  served  on  the  presi¬ 
dent  and  secretary,  or  by  leaving  a  copy  of  it  at  said  principal  office. 

Sec.  19.  That  the  right  be  reserved  to  the  General  Assembly  to  pro¬ 
vide  for  the  taxation  of  said  corporation  by  any  other  mode  than  that 
now  authorized  by  the  act  levying  taxes  on  all  property  of  the  state 
according  to  its  true  value,  but  not  so  as  to  require  said  company,  or 
the  stockholders  thereof  on  account  of  the  stock  owned  by  them,  to 
pay  any  greater  rate  of  taxes  for  the  time  being  than  the  general  aver- 


CORPORATE  HISTORY. 


781 


age  of  taxation  for  all  purposes  on  other  property  of  equal  value  in 
the  counties  through  which  said  road  or  roads  may  pass,  or  within  whose 
limits  the  same  may  be  located. 

Sec.  20.  That  said  company  shall  erect  at  all  points  where  its  road 
or  roads  shall  cross  any  public  road  at  a  sufficient  elevation  from  said 
public  road  to  admit  of  the  free  passage  of  vehicles  of  every  kind,  a 
sign,  with  large  and  distinct  letters  on  it,  showing  the  proximity  of  said 
railroad;  and  if  said  company  shall  neglect  or  refuse  to  erect  such  sign. 
i,t  shall  be  liable  in  damages  for  all  injuries  occurring  to  persons  or  prop¬ 
erty  from  such  neglect  or  refusal. 

Sec.  21.  That  if  at  any  time  any  dispute  shall  arise  between  said  com¬ 
pany  and  the  postmaster-general  as  to  the  price  of  transporting  the 
United  States  mails,  the  governor  shall  have  power  to  adjust  the  same 
by  arbitration,  but  not  to  interfere  with  or  disturb  the  right  of  the  com¬ 
pany  to  fix  the  times  of  the  arrival  and  departure  of  its  trains,  or  change 
any  general  regulation  of  the  company. 

Sec.  22.  That  at  the  regular  annual  meeting  of  the  stockholders  of 
said  company  it  shall  be  the  duty  of  the  board  of  directors  in  office  for 
the  previous  year  to  make  a  clear  and  distinct  exhibit  of  the  financial 
affairs  of  the  company;  and  after  the  completion  and  putting  in  opera¬ 
tion  of  said  road  or  roads,  the  board  of  directors  shall  annually,  or  semi¬ 
annually,  declare  and  make  a  true  dividend  among  the  stockholders,  of 
the  net  profits  arising  from  the  business  operations  of  the  company, 
which  said  net  profits  shall  be  found  by  deducting  from  the  gross  reve¬ 
nues  and  income  of  the  company  the  necessary  expenses,  payments  and 
liabilities  of  the  company,  with  such  an  amount  as  the  board  may  think 
proper  to  reserve  to  meet  contingencies. 

Sec.  23.  That  if  any  person  or  persons  shall  wilfully  or  maliciously, 
by  any  means  whatever,  injure,  impair  or  destroy  any  part  of  said  road, 
or  extension,  or  branch,  or  any  of  the  necessary  works,  buildings,  cars 
or  machinery  of  said  company,  such  person  or  persons  shall,  for  each 
and  every  offense,  forfeit  and  pay  to  said  company  twofold  damages, 
to  be  recovered  in  the  name  of  the  company  by  action  of  debt,  with 
costs  of  suit,  in  any  court  having  cognizance  thereof. 

Sec.  24.  When  this  act  shall  be  accepted  by  the  board  of  directors 
of  said  company,  by  a  journal  entry  to  that  effect,  all  acts  and  parts  of 
acts  heretofore  passed,  conflicting  with,  restricting  or  impairing  the 
privileges  hereby  granted,  shall  be  from  thenceforth  repealed,  saving  to 
said  corporation  all  rights  acquired,  and  leaving  it  responsible  for  all 
its  liabilities  to  any  person  or  persons  under  its  former  acts  of  incorpora¬ 
tion;  the  acceptance  of  this  act  shall  not  be  construed  to  interrupt  or 
abate  any  legal  proceedings  or  other  matters  pending  at  the  time,  nor 
prevent  their  prosecution  to  final  decision. 

Ohio  Local  Laws,  vol.  49,  page  470. 

On  March  31,  1851,  the  Eaton  and  Hamilton  Railroad  Company  ac¬ 
cepted  the  foregoing  “  act  to  amend  and  consolidate  the  several  acts 
relating  to  the  Eaton  and  Hamilton  Railroad  Company,”  passed  March 
7,  1851,  by  a  journal  entry  on  the  minute  book  of  the  board  of  directors, 
as  provided  in  section  24  of  this  act. 


782  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


AN  ACT 

To  Authorize  Subscriptions  to  the  Capital  Stock  of  the  Eaton 
and  Hamilton  Railroad  Company  by  any  one  or  more  of  Cer* 
tain  Townships  within  the  County  of  Preble,  therein  named 

Approved  March  20,  1851. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of  Ohio, 
That  the  trustees  of  the  townships  of  Somers,  Gasper,  Washington, 
Jackson  or  Dixon,  in  the  county  of  Preble,  with  the  consent  of  the  legal 
voters  of  such  township,  respectively,  given  as  hereinafter  provided,  be 
and  they  are  hereby  authorized  and  required,  in  the  name  and  for  the 
benefit  of  their  respective  townships,  to  subscribe  such  amount  to  the 
capital  stock  of  the  Eaton  and  Hamilton  Railroad  Company  as  shall  be 
directed  by  the  proceedings  and  vote  hereinafter  provided. 

Sec.  2.  That  prior  to  making  such  subscription,  and  on  presentation 
of  a  petition  specifying  the  amount  proposed  to  be  subscribed,  and 
signed  by  at  least  twenty  legal  voters  of  any  one  of  said  townships,  it 
shall  be  and  it  is  hereby  made  the  duty  of  the  trustees  of  such  township, 
at  the  next  spring  or  fall  election,  as  said  petitioners  may  require,  to 
submit  to  the  legal  voters  of  such  township  the  question  whether  such 
township  shall  become  a  stockholder  or  not  in  the  Eaton  and  Hamilton 
Railroad  Company,  to  the  amount  specified  in  said  petition;  and  said 
election  shall  be  conducted  in  the  same  manner,  and  under  the  direction 
of  the  same  officers,  as  other  township  elections. 

Sec.  3.  That  it  is  hereby  made  the  duty  of  the  respective  trustees  of 
any  township  proposing  such  subscription,  to  give  at  least  twenty  days' 
public  notice  of  such  election  in  such  manner  as  they  may  think  most 
likely  to  afford  general  intelligence  of  the  same.  And  at  such  election 
the  voters  of  the  respective  townships  shall  express  their  assent  to  or 
dissent  from  said  subscription  by  having  written  or  printed  on  their 
ballots  the  word  “  subscription  ”  if  in  favor,  or  “  no  subscription  ”  if 
against  the  same.  And  if  a  majority  of  the  votes  cast  at  such 'election 
be  in  favor  of  said  subscription,  it  is  hereby  made  the  duty  of  the  trustees 
of  such  township  so  voting  to  make  the  subscription  of  stock  so  voted. 

Sec.  4.  That  in  case  said  election  shall  result  in  favor  of  such  sub¬ 
scription,  it  is  hereby  made  the  duty  of  the  trustees  of  such  township  so 
voting  to  make  a  transcript  of  said  petition,  with  their  proceedings 
thereon,  and  the  result  of  said  election,  and  file  the  same  in  the  auditor’s- 
office  of  the  respective  county  wherein  said  township  is  situated,  there 
to  remain  as  a  public  record  for  the  use  of  such  auditor  in  making  his- 
assessment  and  levy  of  taxes,  as  hereinafter  provided. 

Sec.  5-  That  to  enable  the  trustees  of  any  such  township  to  pay  the 
stock  so  subscribed,  they  are  hereby  authorized  and  required  to  borrow 
money  for  and  on  account  of  such  township,  or  to  issue  the  bonds  thereof 
in  sums  not  less  than  five  hundred  dollars  each,  payable  twenty  years 
after  date,  to  the  Eaton  and  Hamilton  Railroad  Company,  or  bearer, 
bearing  interest  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi¬ 
annually  at  any  place  in  the  United  States,  with  proper  coupons  attached 
for  the  payment  of  the  interest  as  the  same  falls  due,  and  deliver  the  same 


CORPORATE  HISTORY. 


783 


to  the  president  and  directors  of  said  railroad  company,  to  be  by  them 
negotiated  and  sold,  and  the  proceeds  applied  to  the  payment  of  said 
subscription,  upon  the  same  terms  as  other  stockholders,  and  which 
bonds  shall  be  signed  by  the  trustees  of  the  respective  township,  and 
the  coupons  for  the  payment  of  interest,  by  the  clerk  thereof,  who  shall 
keep  a  register  of  said  bonds,  containing  the  number,  date,  amount  and 
when  due,  and  deposit  a  copy  thereof  in  the  auditor’s  office  of  the 
proper  county. 

Sec.  6.  That  to  secure  the  prompt  and  faithful  payment  of  the  prin¬ 
cipal  and  interest  on  said  loan  or  bonds,  the  faith  and  revenue  of  the 
respective  townships  so  voting  a  subscription,  together  with  the  stock 
so  subscribed,  and  all  dividends  thereon,  be  and  the  same  are  hereby 
irrevocably  pledged;  and  it  is  hereby  made  the  duty  of  the  auditor  of 
the  proper  county,  annually  to  levy  such  amount  of  tax  on  the  taxable 
property  in  the  respective  townships  as  shall  subscribe  stock  in  said 
railroad  company,  as  will  be  sufficient  to  pay  the  interest  on  said  loan 
or  bonds,  and  all  expenses,  and  place  the  same  on  the  duplicate  with 
the  grand  levy  for  taxation;  and  it  is  hereby  made  the  duty  of  the 
treasurer  of  the  proper  county  to  collect  said  tax,  as  other  taxes  of  said 
county,  and  pay  the  same  to  the  holders  of  said  bonds  on  presentation 
of  the  proper  coupons,  where  the  same  may  be  made  payable;  and  after 
said  railroad  is  put  in  operation,  or  a  sufficient  part  thereof  to  pay  said 
interest,  out  of  the  dividends  coming  to  the  township  so  voting,  the 
treasurer  of  said  railroad  company,  under  the  direction  of  the  board  of 
directors,  shall  in  like  manner  pay  the  interest  on  said  bonds  out  of  the 
dividends  upon  the  stock  belonging  to  the  proper  townships  respec¬ 
tively;  and  whenever  the  dividends  are  sufficient  to  meet  the  interest 
upon  said  loan  or  bonds,  and  satisfactory  provisions  are  made  for  the 
punctual  payment  of  the  same  as  aforesaid,  the  said  levy  and  collection 
of  tax,  as  hereinbefore  provided  for,  shall  cease,  until  the  final  liquida¬ 
tion  of  said  loans  or  bonds  are  commenced,  as  hereinafter  provided  for, 
and  the  necessity  of  such  levy  shall  be  apparent  as  therein  contemplated. 

Sec.  7.  That  if  it  shall  appear,  after  the  expiration  of  ten  years,  that 
the  dividends  upon  said  stock  so  subscribed  by  the  respective  townships, 
and  the  accumulation  thereof  as  a  sinking  fund,  will  be  insufficient  to 
meet  the  interest  as  it  falls  due,  and  finally  pay  the  loans  or  bonds  so 
made  or  issued  by  any  of  the  townships  respectively,  and  finally  pay 
said  loans  or  bonds  as  they  respectively  mature,  then,  and  in  such  case, 
it  shall  be  and  is  hereby  made  the  duty  of  the  auditor  of  the  proper 
county,  annually  to  levy  such  an  amount  of  tax  upon  the  taxable  prop¬ 
erty  of  the  respective  townships  so  subscribing  stock  as  will  be  sufficient 
to  supply  any  deficiency,  and  to  promptly  meet  said  interest,  and  finally 
pay  said  loans  or  bonds  by  the  time  they  respectively  fall  due,  which  tax 
shall  be  collected  by  the  treasurer  of  the  proper  county  as  other  taxes, 
and  paid  upon  said  loans  or  to  said  bonds,  holden  as  aforesaid,  in  final 
liquidation  thereof. 

Sec.  8.  That  all  officers  discharging  duties  under  this  act  shall,  with 
their  respective  sureties,  be  liable  on  their  official  bonds  for  all  acts  done 
under  this  act,  and  all  neglect  of  duty  under  the  same,  as  in  other  cases, 


784  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


and  shall  be  entitled  to  such  compensation  as  is  allowed  for  like  services 
in  other  cases,  to  be  paid  by  the  townships,  for  and  in  behalf  of  which 
said  services  shall  respectively  be  performed,  or  out  of  the  funds  belong¬ 
ing  to  the  same. 

Sec.  9.  After  the  completion  of  said  railroad,  the  president  and 
directors  of  said  railroad  shall,  annually,  on  the  first  Monday  in  April, 
until  said  loans  or  bonds  are  finally  paid,  report  to  the  auditor  of  the 
proper  county  in  which  any  stock  shall  be  subscribed  or  owned  by  the 
respective  townships,  as  near  as  they  can,  the  probable  per  centum 
dividends  will  be  paid  on  the  capital  stock  of  said  company  for  the 
current  year. 

Ohio  Laws,  vol.  49,  page  531. 

MORTGAGE. 

Eaton  and  Hamilton  Railroad  Company  to  the  City  of  Cincinnati. 

Dated  December  27,  1850. 

Securing  $25,000  bonds  of  $1000  each,  payable  January  1/1878,  bearing 
6  per  cent,  interest  and  $125,000  bonds  to  be  afterward  issued. 

Know  all  men  by  these  presents,  That  the  Eaton  and  Hamilton  Rail¬ 
road  Company,  incorporated  by  an  act  of  the  General  Assembly,  passed 
the  eighth  day  of  February,  in  the  year  eighteen  hundred  and  forty-seven, 
in  consideration  of  the  sum  of  twenty-five  thousand  dollars  to  it  paid 
by  the  city  of  Cincinnati,  the  receipt  of  which  is  acknowledged,  and  the 
further  considerations  hereinafter  mentioned,  has  granted,  bargained,  sold 
and  conveyed,  and  hereby  grants,  bargains,  sells  and  conveys  unto  the 
said  city  of  Cincinnati,  and  its  assigns  forever,  the  railway,  track,  depots, 
depot  grounds,  depot  property,  station  houses,  side  ways  and  parallel 
tracks  of  the  said  company,  and  all  the  appurtenances  of  the  same,  to¬ 
gether  with  all  the  real  estate,  capital  stock  and  all  the  revenues  and 
profits  of  said  company,  now  accruing  or  hereafter  to  accrue,  as  fully 
and  completely  as  the  same  or  any  part  thereof  can  be  granted,  bar¬ 
gained,  sold  or  conveyed;  to  have  and  to  hold  the  above  described 
property  and  appurtenances  unto  the  said  city  and  its  assigns  forever,  free 
from  the  claim  or  claims  of  all  and  every  person  or  persons  whatsoever; 

Provided,  however,  that  whereas,  The  city  council  of  the  city  of  Cin¬ 
cinnati  being  thereunto  authorized  by  an  act  of  the  General  Assembly 
of  the  state  of  Ohio,  passed  on  the  20th  day  of  March,  1850, 1  and  a  vote 
of  the  qualified  voters  of  said  city  taken  in  pursuance  of  said  act,  did, 
on  the  twenty-ninth  day  of  November,  1850,  pass  and  adopt  the  follow¬ 
ing  resolution: 

“  Resolved,  That  the  president  and  recorder  for  the  time  being  be 
authorized  and  directed  to  loan  to  the  Eaton  and  Hamilton  Railroad 
Company  the  bonds  of  the  city  to  the  amount  of  one  hundred  and  fifty 
thousand  dollars,  payable  thirty  years  after  date,  bearing  interest  at  the 
rate  of  six  per  centum  per  annum;  that  twenty-five  thousand  dollars  of 
said  sum,  in  bonds  of  one  thousand  dollars  each,  be  issued  to  said  com¬ 
pany  when  the  following  conditions  shall  be  complied  with,  and  the 


1  See  act,  page  772. 


CORPORATE  HISTORY. 


785 


remainder  under  the  direction  of  the  city  council;  provided,  that  before 
said  sum  of  twenty-five  thousand  dollars  be  issued,  the  said  company 
shall  comply  with  the  following  conditions: 

1st.  The  said  company  shall  give  bonds  payable  twenty-seven  years 
after  date,  secured  by  a  mortgage  on  their  road,  depots,  securities  and 
capital  stock,  for  the  prompt  payment  of  said  sum  of  one  hundred  and 
fifty  thousand  dollars,  said  mortgage  to  be  approved  by  the  city  council. 

2nd.  The  said  company  shall  pay  the  interest  semi-annually  on  the 
loans  made  to  them,  at  the  rate  of  six  per  centum  per  annum,  in  the 
city  of  New  York,  said  interest  to  be  paid  under  the  direction  of  the 
city  council. 

Provided,  In  case  said  railroad  company  shall  fail  to  pay  said  interest 
when  it  becomes  due  the  city  council  shall  have  the  right  to  foreclose 
said  mortgage  forthwith.” 

And  whereas,  The  said  Eaton  and  Hamilton  Railroad  Company  has 
executed  and  delivered  to  the  said  city  of  Cincinnati  twenty-five  bonds 
of  one  thousand  dollars  each,  payable  twenty-seven  years  after  the  first 
day  of  January,  1851,  with  interest  at  the  rate  of  six  per  centum  per 
annum,  payable  half-yearly  on  the  first  days  of  July  and  January  in  each 
year,  in  the  city  of  New  York,  the  same  being  so  executed  and  delivered 
to  comply  with  the  said  resolution,  and  as  security  for  so  much  of  the 
loan  of  one  hundred  and  fifty  thousand  dollars  hereby  authorized  and 
directed. 

And  whereas,  The  president  and  recorder  of  the  city  council  have,  in 
pursuance  of  said  resolution  and  an  ordinance  of  the  city  council,  passed 
on  the  twenty-ninth  day  of  November,  1850,  executed  and  delivered  to  the 
said  Eaton  and  Hamilton  Railroad  Company  twenty-five  bonds  of  the 
said  city  of  Cincinnati  for  one  thousand  dollars  each,  payable  thirty 
years  after  the  first  of  January,  1851,  with  coupons  for  interest  attached, 
at  the  rate  of  six  per  centum  per  annum,  payable  half-yearly,  said  bonds 
and  coupons  being  payable  in  the  city  of  New  York,  and  it  being  the 
intent  of  said  resolution  and  the  agreement  of  said  Eaton  and  Hamilton 
Railroad  Company  that  the  interest  payable  on  the  bonds  by  it  given 
to  the  said  city  shall  be  so  paid  and  provided  for,  under  the  direction  of 
the  city  council,  as  to  meet  the  payment  of  the  interest  of  the  bonds 
given  by  said  city  according  to  the  coupons  attached  to  said  bonds, 
without  cost  or  charge  in  the  way  of  exchange  or  otherwise  on  the  part 
of  said  city  until  the  said  bonds  so  as  before  executed  by  the  said  Eaton 
and  Hamilton  Railroad  Company  shall  be  fully  paid  and  satisfied. 

And  whereas,  It  is  contemplated  in  the  said  resolution  to  issue 
other  bonds  of  said  city  from  time  to  time,  under  the  direction  of  the 
city  council,  so  soon  as  may  be  desired  by  the  said  Eaton  and  Hamilton 
Railroad  Company  as  the  said  city  council  shall  be  satisfied  as  to  the 
sufficiency  of  the  security  afforded  by  work  to  be  hereafter  done  and 
constructed  on  said  railroad,  and  the  enhanced  value  of  the  property 
hereby  conveyed  to  the  amount  of  said  sum  of  one  hundred  and  fifty 
thousand  dollars  in  said  resolution  mentioned;  on  the  issuing  and  de¬ 
livery  of  which  bonds  of  said  city,  bonds  of  like  amount  are  to  be  exe¬ 
cuted  and  delivered  by  the  said  Eaton  and  Hamilton  Railroad  Company, 
in  like  manner  and  with  like  interest  as  herein  set  forth  as  to  the  bonds 


50 


786  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


above  mentioned;  the  bonds  of  said  city  to  be  payable  thirty  years  after 
date,  and  those  of  said  company  twenty-seven  years  after  date,  and  the 
principal  and  interest  of  both  to  be  payable  in  the  city  of  New  York, 
and  said  bonds  so  to  be  executed  and  delivered  by  the  said  Eaton  and 
Hamilton  Railroad  Company  are  to  be  further  secured,  if  required  by 
the  city  council,  from  time  to  time,  as  the  same  may  be  taken  by  a  new 
conveyance  or  mortgage  of  the  property  hereby  conveyed,  or  by  a 
mortgage  of  the  property  then  held  by  or  in  the  possession  of  said  com¬ 
pany  and  which  it  may  be  authorized  to  pledge  or  convey. 

Now,  if  the  said  Eaton  and  Hamilton  Railroad  Company  shall  well 
and  truly  pay  or  cause  to  be  paid  to  the  said  city  of  Cincinnati,  or  its 
assigns,  the  said  twenty-five  bonds  of  one  thousand  dollars  each,  payable 
twenty-seven  years  after  the  first  of  January,  1851,  and  each  and  every 
of  them  when  the  same  shall  respectively  become  due  and  payable,  and 
shall  in  the  meantime  well  and  truly  pay  or  cause  to  be  paid  to  the  said 
city  or  to  its  order,  or  assigns,  the  interest  on  said  bonds  and  on  each 
and  every  of  them,  on  the  first  days  of  July  and  January  in  each  and 
every  year,  in  the  city  of  New  York,  as  hereinbefore  stated  and  set  forth, 
and  shall  punctually  and  in  due  time,  and  at  the  proper  place,  under  the 
direction  of  the  city  council  provided  for  the  payment  of  the  interest  on 
said  bonds,  so  as  to  meet  the  payment  of  the  interest  of  the  bonds  given 
by  the  said  city  as  hereinbefore  provided  and  agreed,  and  so  as  to  save 
any  cost  or  charge  to  the  said  city;  and  shall  in  like  manner  pay  any 
other  bonds,  and  the  interest  thereon,  which  may  from  time  to  time  be 
given  to  said  city,  and  also  further  secure  the  same,  when  required,  by 
the  execution  of  new  conveyances  or  mortgages,  as  hereinbefore  pro¬ 
vided  and  set  forth;  and  shall  in  all  respects  comply  with  the  conditions 
and  provisions  imposed  on  or  required  of  the  said  company  touching 
the  said  loan  of  credit  and  money  from  the  said  city,  by  the  said  act  of 
the  General  Assembly,  passed  on  the  20th  day  of  March,  1850,  and  the 
said  resolution  of  the  city  council,  then  these  presents  shall  be  void, 
otherwise  to  be  and  remain  in  full  force.  And  it  is  provided  and  ex¬ 
pressly  understood  that  on  a  failure  in  any  or  either  of  said  particulars 
this  conveyance  of  the  estate  and  property  hereinbefore  described  shall 
become  absolute,  and  the  foregoing  condition  be  wholly  defeated. 

In  witness  whereof,  Abner  Haines,  the  president  of  the  said  Eaton  and 
Hamilton  Railroad  Company,  hereunto  authorized  by  a  resolution  of  the 
board  of  directors  of  said  company,  passed  on  the  9th  day  of  November, 
1850,  has  hereto  subscribed  his  name  as  president  of  said  company,  and 
has  affixed  the  corporate  seal  of  said  company,  as  the  act  and  deed  of 
said  Eaton  and  Hamilton  Railroad  Company  on  this  twenty-seventh  day 
of  December,  in  the  year  eighteen  hundred  and  fifty. 

The  Eaton  and  Hamilton  Railroad  Company, 

By  ABNER  HAINES, 
as  president  thereof  and  on  that  right  only. 

Signed,  sealed  and  delivered  in  the  presence  of: 

R.  M.  SHOEMAKER, 

DAVID  BARNET, 

CHARLES  W.  THORP, 

WM.  G.  WILLIAMS. 


CORPORATE  HISTORY. 


787 


Acknowledged  before  E.  W.  Tuttle,  notary  public,  Hamilton  county, 
Ohio,  December  27,  1850. 

SATISFACTION  OF  MORTGAGE 

(Endorsement  on  margin  of  record,  Butler  county,  O.,  August  3,  1866.) 

The  debt  secured  by  the  within  mortgage  has  been  fully  paid,  and  the 
recorders  of  Hamilton  county  and  Butler  county  and  Preble  county, 
Ohio,  are  hereby  authorized  to  cancel  the  same  of  record. 

JOHN  W.  HARTWELL,  Trustee,  etc. 

Witness: 

C.  B.  MARSH, 

F.  H.  SHORT. 


MORTGAGE. 

Eaton  and  Hamilton  Railroad  Company  to  the  City  of  Cincinnati. 

Dated  July  30,  1851. 

Securing  $125,000  bonds  of  $1000  each,  payable  January  1,  1878,  bearing 
6  per  cent,  interest  and  $25,000  bonds  previously  issued. 

Know  all  men  by  these  presents,  That  Eaton  and  Hamilton  Railroad 
Company,  incorporated  by  an  act  of  the  General  Assembly  of  the  state 
of  Ohio,  passed  the  8th  day  of  February,  in  the  year  1847,  in  considera¬ 
tion  of  the  sum  of  one  hundred  and  twenty-five  thousand  dollars,  to  it 
paid  by  “  the  city  of  Cincinnati,”  the  receipt  of  which  is  acknowledged, 
and  the  further  consideration  hereinafter  mentioned,  has  granted,  bar¬ 
gained,  sold  and  conveyed,  and  doth  hereby  grant,  bargain,  sell  and 
convey,  unto  the  city  of  Cincinnati,  and  its  assigns  forever  the  railway 
track,  rights  of  way,  depots,  depot  grounds,  depot  property,  station  houses 
and  grounds,  sideways  and  parallel  tracks,  of  and  belonging  to  the  said 
railroad  company,  and  all  the  appurtenances  of  the  same,  together  with 
all  and  singular  the  real  estate,  capital  stock  and  all  the  revenues  and 
profits  of  said  company  now  accruing  or  hereafter  to  accrue  as  fully 
and  completely  as  the  same  or  any  part  thereof  can  be  granted,  bar¬ 
gained,  sold  or  conveyed;  to  have  and  to  hold  the  above  described  prop¬ 
erty  and  appurtenances  unto  the  said  city  and  its  assigns  forever,  free 
from  the  claim  or  claims  of  all  and  every  person  or  persons  whatever. 

Provided,  however,  That  whereas,  the  said  Eaton  and  Hamilton  Rail¬ 
road  Company,  on  the  27th  day  of  December,  1850,  made,  executed  and 
delivered  to  the  said  city  of  Cincinnati  a  deed  of  mortgage  of  that  date, 
recorded  in  volume  eleven  pages  658-659  and  660  of  the  records  of 
Butler  county,  and  in  volume  one,  pages  481,  482  and  483  of  the  records 
of  Preble  county,  which  said  deed  of  mortgage  was  intended  to  secure 
as  well  a  loan  of  credit  of  twenty-five  thousand  dollars,  then  made  to 
the  said  company  by  the  said  city  as  any  further  loan  to  the  extent  of 
one  hundred  and  fifty  thousand  dollars  in  all,  which  might  be  afterwards 
made  as  stated  and  expressed  in  said  deed; 

And  whereas,  In  pursuance  of  such  intention  and  agreement,  the  full 
loan  of  credit  contemplated  has  been  made,  and  the  said  city  of  Cin- 


788  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

cinnati  has  executed  and  delivered  to  and  for  the  benefit  of  the  said  com¬ 
pany  one  hundred  and  twenty-five  bonds  of  one  thousand  dollars  each, 
payable  thirty  years  after  the  first  day  of  January,  1851,  with  coupons  of 
interest  attached  at  the  rate  of  six  per  centum  per  annum,  payable  half 
yearly,  said  bonds  and  coupons  being  payable  in  the  city  of  New  York; 
and  the  said  Eaton  and  Hamilton  Railroad  Company  has  executed  and 
delivered  to  the  said  city  of  Cincinnati  one  hundred  and  twenty-five 
bonds  of  one  thousand  dollars  each,  payable  twenty-seven  years  after  the 
first  day  of  January,  1851,  with  interest  at  the  rate  of  six  per  centum  per 
annum,  payable  half-yearly  on  the  first  days  of  July  and  January  in  each 
year,  in  the  city  of  New  York,  the  same  being  so  executed  and  delivered  as 
security  for  the  residue  of  the  loan  of  credit  as  aforesaid;  and  whereas, 
it  is  the  object  and  true  intent  of  these  presents  to  renew  the  said  deed 
of  mortgage  and  each  and  every  provision  thereof  and  apply  the  same  to 
the  property  hereby  conveyed,  and  thereby  fully  to  secure  the  whole  of 
the  said  advance  of  one  hundred  and  fifty  thousand  dollars. 

Now,  if  the  said  Eaton  and  Hamilton  Railroad  Company  shall  well 
and  truly  pay  or  cause  to  be  paid  to  the  said  city  of  Cincinnati  or  its 
assigns  the  said  one  hundred  and  twenty-five  bonds  of  one  thousand 
dollars  each,  made  and  executed  by  the  said  company  as  aforesaid,  with 
the  interest  thereon  and  all  and  each  of  said  bonds  according  to  the 
tenor  and  effect  thereof,  and  shall  moreover  comply  with  the  conditions 
as  to  the  loan  of  the  credit  of  the  said  city  and  the  payment  of  principal 
and  interest  in  all  respects  as  required  in  the  aforesaid  deed  of  mortgage, 
dated  on  the  27th  day  of  December,  1850,  and  as  if  the  said  conditions 
were  herein  repeated  and  applied  to  the  whole  number  of  said  bonds  and 
all  of  said  interest  and  to  the  entire  loan  of  credit,  and  all  the  money 
mentioned  and  described  in  the  deed  aforesaid  and  in  these  presents; 
then  this  conveyence  is  to  be  void,  otherwise  to  be  and  remain  in  full 
force.  And  it  is  provided  and  expressly  understood  that  on  any  failure 
in  any  or  either  of  said  particulars  this  conveyance  of  the  estate  and 
property  of  said  company  hereinbefore  described  shall  become  absolute. 

In  witness  whereof,  Abner  Haines  the  president  of  the  said  Eaton  and 
Hamilton  Railroad  Company  hereunto  authorized  by  a  resolution  of  the 
board  of  directors  of  said  company,  passed  on  the  29th  day  of  November, 
1850,  has  hereto  subscribed  his  name  as  president  of  the  said  company 
and  has  affixed  the  corporate  seal  of  the  said  company,  as  the  act  and 
deed  of  the  said  Eaton  and  Hamilton  Railroad  Company  on  this 
thirtieth  day  of  July  in  the  year  eighteen  hundred  and  fifty-one. 

The  Eaton  and  Hamilton  Railroad  Company, 
[seal]  By  ABNER  HAINES,  President, 

and  in  such  right  only,  and  the  seal  of  said  company. 

Signed,  sealed  and  delivered  in  the  presence  of 
HENRY  ROEDTER, 

JAMES  JOHNSTON. 

Acknowledged  before  Manning  F.  Force,  notary  public,  Hamilton 
county,  Ohio,  July  30,  1851. 


CORPORATE  HISTORY. 


789 


SATISFACTION  OF  MORTGAGE. 

(Endorsement  on  margin  of  record,  Butler  county,  O.,  August  3,  1866.) 

The  debt  secured  by  the  within  mortgage  has  been  fully  paid  and  the 
recorders  of  Hamilton  county  and  of  Butler  county  and  of  Preble  county, 
Ohio,  are  hereby  authorized  to  cancel  the  same  of  record. 

JOHN  W.  HARTWELL,  Trustee,  etc. 

Release  recorded,  Butler  county  Mortgage  Record  25,  pages  516  and  517. 

MORTGAGE. 

Eaton  and  Hamilton  Railroad  Company  to  Joseph  B.  Varnum, 
George  Carlisle  and  John  P.  Reznor,  Trustees. 

Dated  January  1,  1852. 

Securing  $300,000  bonds  of  $1000  each,  dated  January  1,  1852,  payable 
January  1,  1862,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  the  first  day  of  January  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  fifty-two,  between  the  Eaton  and 
Hamilton  Railroad  Company  a  corporation  duly  constituted  as  such  by 
the  laws  of  the  state  of  Ohio,  of  the  first  part  and  Joseph  B.  Varnum 
of  the  city  of  New  York,  George  Carlisle  and  John  P.  Reznor  of  the 
city  of  Cincinnati,  of  the  second  part; 

Witnesseth,  that  whereas  the  said  the  Eaton  and  Hamilton  Railroad 
Company,  pursuant  to  the  terms  of  the  statutes  of  the  said  state  of  Ohio, 
incorporating  them  and  other  statutes  of  said  state  affecting  them,  are 
engaged  in  constructing  a  railroad  from  Hamilton  to  Eaton  and  thence 
to  the  west  line  of  the  state  of  Ohio,  aforesaid,  and  for  that  purpose  have 
resolved  to  raise  money  by  loan  to  an  amount  not  exceeding  three 
hundred  thousand  dollars,  and  in  order  to  secure  the  payment  thereof, 
have  executed  three  hundred  bonds  for  the  sum  of  one  thousand  dollars 
each,  payable  on  the  first  day  of  January  in  the  year  of  our  Lord  one 
thousand  eight  hundred  and  sixty-two  at  the  Bank  of  America  in  the 
city  of  New  York,  and  bearing  interest  at  the  rate  of  seven  per  centum 
per  annum,  payable  semi-annually  on  the  first  days  of  July  and  January 
in  each  year,  at  the  same  place  according  to  the  tenor  and  effect  of 
interest  warrants  attached  to  each  of  said  bonds;  said  bonds  bear  even 
date  herewith  and  are  drawn  payable  to  the  said  George  Carlisle  or 
bearer,  and  are  to  be  on  an  equality  so  far  as  regards  security  for  the 
payment  thereof  by  these  presents:  and  the  holder  of  each  of  said  bonds 
shall  be  entitled  at  any  time  within  five  years  from  the  date  thereof  to 
receive  in  exchange  therefor  forty  shares  of  twenty-five  dollars  each  in 
the  capital  stock  of  said  company  upon  the  surrender  thereof,  and  the 
interest  warrants  that  shall  not  have  become  payable  as  in  said  bonds 
stated. 

Now  therefore  this  indenture  witnesseth.  That  the  said  the  Eaton  and 
Hamilton  Railroad  Company  in  order  to  secure  the  payment  of  said 
bonds  and  interest  and  in  consideration  of  the  sum  of  one  dollar  to 
them  paid  at  the  sealing  and  delivery  hereof  by  the  said  Joseph  B. 


790  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Varnum,  George  Carlisle  and  John  P.  Reznor,  the  receipt  whereof  is 
hereby  acknowledged,  have  granted,  bargained,  sold,  transferred  and 
conveyed,  and  by  these  presents  do  grant,  bargain,  sell,  transfer  and 
convey  to  the  said  Joseph  B.  Varnum,  George  Carlisle  and  John  P. 
Reznor,  and  to  the  survivors  and  survivor  of  them,  and  the  heirs  of 
such  survivor,  all  the  present  and  in  future  to  be  acquired  property  of 
the  said,  the  Eaton  and  Hamilton  Railroad  Company,  that  is  to  say,  their 
road,  including  the  rights  of  way  and  land  occupied  thereby,  extending 
from  Hamilton  in  Butler  county  to  Eaton  in  Preble  county,  and  thence 
to  the  west  line  of  the  state  of  Ohio,  together  with  the  superstructure 
and  all  rails  and  other  materials  used  therein  or  procured  therefor, 
bridges,  viaducts,  culverts,  fences,  depot  grounds  and  buildings  erected 
thereon,  and  all  rights  therein,  tolls  and  income,  and  any  right  thereto 
or  interest  therein  together  with  the  tolls  or  income  to  be  had  or  levied 
therefrom,  and  all  franchises,  rights  and  privileges  of  the  said,  the  Eaton 
and  Hamilton  Railroad  Company  of,  in,  to,  or  concerning  the  same. 
To  have  and  to  hold  the  said  premises  and  every  part  thereof  with  the 
appurtenances,  unto  the  said  Joseph  B.  Varnum,  George  Carlisle  and 
John  P.  Reznor  and  the  survivors  and  survivor  of  them,  and  the  heirs 
of  such  survivor  upon  the  following  trusts;  that  is  to  say,  that  in  case 
the  said,  the  Eaton  and  Hamilton  Railroad  Company,  shall  fail  to  pay 
the  principal,  or  any  part  thereof,  or  any  of  the  interest  on  said  bonds 
at  any  time  when  the  same  may  become  due  and  payable  according  to 
the  tenor  thereof  when  demanded,  then  after  sixty  days  from  such 
default  upon  request  of  the  holder  of  such  bonds  the  said  Joseph  B. 
Varnum,  George  Carlisle  and  John  P.  Reznor  and  the  survivors  and 
survivor  of  them,  and  the  heirs  of  such  survivor,  shall  and  may  enter 
into  and  take  possession  of  all  or  any  part  of  said  premises,  and  as  the 
attorneys  or  attorney  in  fact  or  agents  or  agent  of  the  said,  the  Eaton  and 
Hamilton  Railroad  Company,  by  themselves  or  himself  or  agents  or  sub¬ 
stitutes  duly  constituted,  have,  use  and  employ  the  same,  making  from 
time  to  time  all  needful  repairs,  alterations  and  additions  thereto,  and 
after  deducting  the  expenses  of  such  use,  repairs,  alterations  and  addi¬ 
tions  thereto,  apply  the  proceeds  thereof  to  the  payment  of  the  principal 
and  interest  of  all  of  said  bonds  remaining  unpaid,  or  the  said  Joseph 
B.  Varnum,  George  Carlisle  and  John  P.  Reznor  and  the  survivors  and 
survivor  of  them  and  the  heirs  of  such  survivor,  at  their  or  his  discretion 
may,  or  on  the  written  request  of  the  holders  of  at  least  one-half  of  the 
bonds  then  unpaid  and  unconverted  into  stock,  shall  cause  the  said 
premises  or  so  much  thereof  as  shall  be  necessary  to  pay  and  discharge 
the  principal  and  interest  of  all  such  of  said  bonds  as  may  then  be  unpaid 
and  unconverted  as  aforesaid,  to  be  sold  at  public  auction  in  the  city  of 
Cincinnati,  giving  at  least  forty  days’  notice  of  the  time,  place  and 
terms  of  such  sale,  and  of  the  specific  property  to  be  sold  by  publishing 
the  same  in  at  least  one  newspaper  of  good  circulation  in  each  of  the 
cities  of  Boston,  New  York,  Philadelphia,  Cincinnati,  Hamilton  and 
Eaton,  and  wherever  else  required  by  law,  and  execute  to  the  purchaser 
or  purchasers  thereof  a  good  and  sufficient  deed  of  conveyance  in  fee 
simple  for  the  same,  which  shall  be  a  bar  against  the  said,  the  Eaton  and 


CORPORATE  HISTORY. 


791 


Hamilton  Railroad  Company,  their  successors  and  assigns,  and  all  per¬ 
sons  claiming  funder  them  of  all  right,  interest  or  claim  in  or  to  said 
premises  or  any  part  thereof,  and  the  said  Joseph  B.  Varnum,  George 
Carlisle  and  John  P.  Reznor,  and  the  survivors  and  survivor  of  them, 
.and  the  heirs  of  such  survivor  shall,  after  deducting  from  the  proceeds 
of  said  sale  the  costs  and  expenses  of  managing  such  property  and  of 
such  sale,  apply  so  much  of  the  proceeds  as  may  be  necessary  to  the 
satisfaction  and  payment  of  said  principal  and  interest  due  or  unpaid 
on  said  bonds,  and  shall  restore  the  residue  thereof  to  the  said,  the  Eaton 
and  Hamilton  Railroad  Company,  their  successors  and  assigns,  it  being 
hereby  expressly  understood  that  in  no  case  shall  any  claim  or  advantage 
be  taken  of  any  valuation,  appraisement  or  extension  laws  by  the  said, 
the  Eaton  and  Hamilton  Railroad  Company  their  successors  or  assigns, 
nor  shall  any  injunction  or  stay  of  proceedings,  or  any  process  be 
applied  for  or  obtained  by  them  to  prevent  such  entry  or  sale  as  afore¬ 
said. 

And  the  said  the  Eaton  and  Hamilton  Railroad  Company  hereby 
covenant  for  the  consideration  aforesaid  to  execute  and  deliver  any 
further,  reasonable  and  necessary  conveyance  of  the  premises  or  any 
part  thereof  to  the  said  Joseph  B.  Varnum,  George  Carlisle  and  John 
P.  Reznor,  and  to  the  survivors  and  survivor  of  them  and  the  heirs  of 
such  survivor  for  more  fully  carrying  into  effect  the  objects  hereof, 
particularly  for  the  conveyance  of  any  property  subsequently  to  the 
date  hereof  acquired  by  the  said,  the  Eaton  and  Hamilton  Railroad  Com¬ 
pany,  and  comprehended  in  the  description  contained  in  these  premises, 
and  the  said,  the  Eaton  and  Hamilton  Railroad  Company  hereby  further 
covenant  as  aforesaid  that  all  money  borrowed  for  the  purposes  aforesaid 
upon  the  security  of  any  of  the  said  bonds  shall  be  faithfully  applied,  with 
due  diligence  in  the  construction  and  equipment  of  said  railroad; 

And  it  is  hereby  mutually  agreed,  and  these  presents  are  upon  this 
express  condition  that  on  payment  of  the  principal  and  interest  of  said 
bonds  or  the  conversion  thereof  into  stock,  in  manner  aforesaid,  the 
estate  hereby  granted  shall  be  void,  and  the  right  to  the  premises  hereby 
conveyed  shall  revert  and  revest  in  the  said,  the  Eaton  and  Hamilton 
Railroad  Company,  their  successors  and  assigns,  without  any  acknowledg¬ 
ment  of  satisfaction,  reconveyance,  re-entry,  or  other  act.  And  it  is 
also  further  agreed  that  the  said  Joseph  B.  Varnum,  George  Carlisle  and 
John  P.  Reznor  and  the  survivors  and  survivor  of  them,  and  the  heirs  of 
such  survivor  shall  only  be  accountable  for  reasonable  diligence  in  the 
management  thereof,  and  shall  not  be  responsible  for  the  acts  of  any 
agent  employed  by  them  or  any  of  them  when  such  agent  is  selected  with 
reasonable  discretion,  and  that  they  and  each  of  them  shall  receive  and 
be  entitled  to  receive  proper  compensation  for  every  labor  or  service  per¬ 
formed  in  the  discharge  of  the  trust  aforesaid,  in  case  they  or  any  of  them 
shall  be  compelled  to  take  possession  of  said  premises  or  any  part  thereof 
or  manage  the  same; 

And  it  is  further  agreed  that  in  case  of  the  death,  mental  incapacity  or 
resignation  of  the  said  Joseph  B.  Varnum,  George  Carlisle  and  John  P. 
Reznor  and  the  survivors  and  survivor  of  them,  and  the  heirs  of  such 


792  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUTS  RY.  CO. 


survivor  the  said,  the  Eaton  and  Hamilton  Railroad  Company  shall, 
or  on  their  default  to  take  proceedings  therefor  for  thirty  days,  the 
holders  of  a  majority  of  said  bonds  may  apply  to  any  court  of  chancery 
in  Butler  or  Preble  counties,  Ohio,  to  appoint  one  or  more  trustees  to 
supply  their  or  his  place;  And  thereupon  such  new  trustee  or  trustees 
shall  become  vested  for  the  purposes  aforesaid,  with  all  the  rights  and 
interests  hereby  conveyed  to  or  vested  in  the  said  Joseph  B.  Varnum, 
George  Carlisle  and  John  P.  Reznor,  and  the  survivors  and  survivor  of 
them  and  the  heirs  of  such  survivor,  without  any  further  assurance  or 
conveyance  for  the  same,  but  if  the  same  shall  be  necessary,  both  or 
either  of  the  parties  hereto  shall  execute  any  necessary  releases  or  con¬ 
veyances  for  these  purposes. 

In  witness  whereof,  the  said  party  of  the  first  part  have  caused  their 
corporate  seal  to  be  hereto  affixed,  and  their  name  to  be  subscribed  by 
John  Woods,  their  president,  and  countersigned  by  their  secretary  on 
this  day  and  year  first  above  written. 

The  Eaton  and  Hamilton  Railroad  Company, 

By  JOHN  WOODS,  President. 

JESSE  B.  STEPHENS,  Secretary. 

Signed,  sealed,  acknowledged  and  delivered  in  the  presence  of 
WM.  BECKETT, 

WM.  H.  MILLER. 

Acknowledged  before  William  H.  Miller,  notary  public,  Butler  county, 
Ohio,  January  i,  1852. 

Recorded,  Butler  county,  Ohio,  volume  12,  page  225. 

MORTGAGE. 

Eaton  and  Hamilton  Railroad  Company  to  George  Carlisle, 

Trustee. 

Dated  November  1,  1852. 

Securing  $100,000  bonds  of  $1000  each,  payable  January  1,  1858,  bearing 

7  per  cent,  interest. 

This  indenture,  made  this  the  first  day  of  November  in  the  year  of 
our  Lord  one  thousand  eight  hundred  and  fifty-two,  between  the  Eaton 
and  Hamilton  Railroad  Company,  a  corporation  duly  constituted  as  such 
by  the  laws  of  the  state  of  Ohio,  of  the  first  part,  and  George  Carlisle,  of 
the  city  of  Cincinnati,  of  the  second  part; 

Witnesseth,  that  whereas  the  said  Eaton  and  Hamilton  Railroad  Com¬ 
pany,  pursuant  to  the  terms  of  the  statutes  of  the  said  state  of  Ohio, 
incorporating  said  company,  are  engaged  in  constructing  a  railroad  from 
Hamilton  to  Eaton  and  thence  to  the  west  line  of  the  state  of  Ohio  afore¬ 
said,  and  for  that  purpose  have  resolved  to  raise  an  additional  sum  of 
money  by  loan,  not  exceeding  one  hundred  thousand  dollars;  and  in 
order  to  secure  the  payment  thereof  have  executed  one  hundred  bonds 
for  the  sum  of  one  thousand  dollars  each,  payable  on  the  first  day  of 


CORPORATE  HISTORY. 


793 


January,  in  the  year  of  our  Lord  one  thousand  eight  hundred  and  fifty- 
eight,  at  the  Bank  of  America,  in  the  city  of  New  York,  and  bearing 
interest  at  the  rate  .of  seven  per  centum  per  annum,  payable  semi¬ 
annually  on  the  first  days  of  July  and  January  in  each  year,  at  the  same 
place  according  to  the  tenor  and  effect  of  interest  warrants  attached  to 
each  of  said  bonds,  which  bear  even  date  herewith,  and  are  drawn 
payable  to  the  said  George  Carlisle,  or  bearer,  and  are  to  be  on  an  equality 
so  far  as  regards  security  for  the  repayment  thereof  by  these  presents, 
and  the  holder  of  each  of  said  bbnds  shall  be  entitled  at  any  time  within 
three  years  from  the  date  thereof,  to  receive  in  exchange  therefor 
forty  shares  of  twenty-five  dollars  each,  in  the  capital  stock  of  said 
company,  upon  the  surrender  thereof,  and  the  interest  warrants  thereon, 
that  shall  not  have  become  payable  as  in  said  bonds  stated. 

Now  therefore  this  indenture  witnesseth,  That  the  said  Eaton  and 
Hamilton  Railroad  Company,  in  order  to  secure  the  repayment  of  said 
bonds  and  interest,  and  in  consideration  of  the  sum  of  one  dollar  to 
them,  paid  at  the  sealing  and  delivery  hereof,  by  the  said  George  Car¬ 
lisle,  the  receipt  whereof  is  hereby  acknowledged,  have  granted,  bar¬ 
gained,  sold,  transferred,  and  conveyed,  and  by  these  presents  do 
grant,  bargain,  sell,  transfer,  and  convey  to  the  said  George  Carlisle 
and  his  heirs  and  assigns,  all  the  present  and  in  future  to  be  acquired 
property  of  the  said  Eaton  and  Hamilton  Railroad  Company;  that  is  to 
say,  their  road,  including  the  right  of  way  and  land  occupied  thereby, 
extending  from  Hamilton  in  Butler  county  to  Eaton  in  Preble  county, 
and  thence  to  the  west  line  of  the  state  of  Ohio,  together  with  the  super¬ 
structure,  and  all  rails  and  other  materials  used  thereon  or  procured 
therefor,  and  the  bridges,  viaducts,  culverts,  depot  grounds,  and  buildings 
erected  thereon,  and  all  rights  therein,  tolls  and  income,  and  any  right 
thereto  or  interest  therein,  together  with  the  tolls,  or  income  to  be  had 
or  levied  therefrom,  and  all  franchises,  rights,  and  privileges  of  the  said 
Eaton  and  Hamilton  Railroad  Company,  of,  in,  to  or  concerning  the 
same;  to  have  and  to  hold  the  said  premises,  and  every  part  thereof,  with 
the  appurtenances,  unto  the  said  George  Carlisle  and  his  heirs  and 
assigns,  upon  the  following  trusts: — that  is  to  say,  that  in  case  the  said 
Eaton  and  Hamilton  Railroad  Company  shall  fail  to  pay  the  principal, 
or  any  part  thereof,  or  any  of  the  interest  on  said  bonds,  at  any  time 
when  the  same  may  become  due  and  payable  according  to  the  tenor 
thereof,  when  demanded,  then,  after  such  default,  upon  request  of  the 
holder  of  such  bond,  the  said  George  Carlisle,  and  his  heirs  and  assigns, 
shall  and  may  enter  into  and  take  possession  of  all  or  any  part  of  said 
premises,  and  as  the  attorneys  or  attorney  in  fact,  or  agents  or  agent,  of 
the  said  Eaton  and  Hamilton  Railroad  Company  by  himself,  or  agent, 
or  substitutes  duly  constituted,  have,  use,  and  employ  the  same;  making 
from  time  to  time  all  needful  repairs,  alterations  and  additions  thereto, 
and  after  deducting  the  expenses  of  such  use,  repairs,  alterations  and 
additions  thereto,  apply  the  proceeds  thereof  to  the  payment  of  the 
principal  and  interest  of  all  of  said  bonds  remaining  unpaid;  or  the  said 
George  Carlisle,  and  his  heirs  or  assigns,  at  his  or  their  discretion,  may, 
or  on  the  written  request  of  the  holders  of  at  least  one-half  of  the  bonds 


794  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


then  unpaid  and  unconverted  into  stock,  shall  cause  the  said  premises, 
or  so  much  thereof  as  shall  be  necessary  to  pay  and  discharge  the  prin¬ 
cipal  and  interest  of  all  such  of  said  bonds  as  may  then  be  unpaid  and 
unconverted  as  aforesaid,  to  be  sold  at  public  auction  in  the  city  of 
Cincinnati,  giving  at  least  forty  days’  notice  of  the  time,  place  and  terms 
of  such  sale,  and  of  the  specific  property  to  be  sold,  by  publishing  the 
same  in  at  least  one  newspaper  of  good  circulation  in  each  of  the  cities 
of  Boston,  New  York,  Philadelphia,  Cincinnati,  Hamilton  and  Eaton, 
and  wherever  else  required  by  law,  and  shall  execute  to  the  purchaser  or 
purchasers  thereof  a  good  and  sufficient  deed  of  conveyance  in  fee 
simple  for  the  same,  which  shall  be  a  bar  against  the  said  Eaton  and 
Hamilton  Railroad  Company,  their  successors  and  assigns,  and  all 
persons  claiming  under  them,  of  all  right,  interest  or  claims  in  or  to 
said  premises  or  any  part  thereof,  and  the  said  George  Carlisle,  his  heirs 
or  assigns,  shall,  after  deducting  from  the  proceeds  of  said  sale  the 
costs  and  expenses  of  managing  such  property  and  of  such  sale,  apply 
so  much  of  the  proceeds  as  may  be  necessary  to  the  satisfaction  and 
payment  of  said  principal  and  interest  due  or  unpaid  on  said  bonds, 
and  shall  restore  the  residue  thereof  to  the  said  Eaton  and  Hamilton 
Railroad  Company,  their  successors  and  assigns,  it  being  hereby  ex¬ 
pressly  understood  that  in  no  case  shall  any  claim  or  advantage  be  taken 
of  any  valuation,  appraisement  or  extension  laws  by  the  said  Eaton  and 
Hamilton  Railroad  Company,  their  successors  or  assigns,  nor  shall 
any  injunction,  or  stay  of  proceedings,  or  any  process,  be  applied  for 
or  obtained  by  them  to  prevent  such  entry  or  sale  as  aforesaid.  '  Said 
Railroad  is  subject  to  two  previous  mortgages,  one  to  the  city  of  Cin¬ 
cinnati  for  one  hundred  and  fifty  thousand  dollars,  payable  in  twenty 
years  with  six  per  cent,  interest,  and  the  other  to  Joseph  B.  Varnum, 
George  Carlisle  and  John  P.  Reznor  for  three  hundred  thousand  dollars, 
payable  in  ten  years  with  seven  per  cent,  interest.  And  the  said  Eaton  and 
Hamilton  Railroad  Company  hereby  covenant,  for  the  consideration  afore¬ 
said,  to  execute  and  deliver  any  further  reasonable  and  necessary  con¬ 
veyance  of  the  premises,  or  any  part  thereof,  to  the  said  George  Car¬ 
lisle,  his  heirs  or  assigns,  for  more  fully  carrying  into  effect  the  objects 
hereof,  particularly  for  the  conveyance  of  any  property  subsequently  to 
the  date  hereof,  acquired  by  the  said  Eaton  and  Hamilton  Railroad 
Company,  and  comprehended  in  the  description  contained  in  these  prem¬ 
ises,  and  the  said  Eaton  and  Hamilton  Railroad  Company  hereby  further 
enant  as  aforesaid,  that  all  money  borrowed,  for  the  purposes  afore¬ 
said,  upon  the  security  of  any  of  the  said  bonds,  shall  be  faithfully  applied 
with  due  diligence  in  the  construction  and  equipment  of  said  railroad; 
and  it  is  hereby  agreed,  that  these  presents  are  upon  this  express 
condition,  that  on  payment  of  the  principal  and  interest  of  said  bonds, 
on  the  conversion  thereof  into  stock,  in  manner  aforesaid,  the  estate 
hereby  gi anted  shall  be  void,  and  the  right  to  the  premises  hereby  con¬ 
veyed  shall  revert  and  revest  in  the  said  Eaton  and  Hamilton  Railroad 
Company,  their  successors  and  assigns,  without  any  acknowledgment 
of  satisfaction,  reconveyance,  re-entry  or  other  act;  and  it  is  also 
further  agreed,  that  the  said  George  Carlisle  and  his  heirs  and  assigns 


CORPORATE  HISTORY. 


795 


shall  only  be  accountable  for  reasonable  diligence  in  the  management 
thereof,  and  shall  not  be  responsible  for  the  acts  of  any  agent  employed 
by  him  or  any  of  them,  when  such  agent  is  selected  with  reasonable  dis¬ 
cretion,  and  that  he  or  they  shall  receive,  and  be  entitled  to  receive  proper 
compensation  for  every  labor  or  service  performed  in  the  discharge 
of  the  trust  aforesaid,  in  case  he  or  his  heirs  or  assigns  shall  be  com¬ 
pelled  to  take  possession  of  said  premises,  or  any  part  thereof,  or 
manage  the  same,  and  it  is  further  agreed,  that  in  case  of  the  death  or 
resignation  of  the  said  George  Carlisle,  his  heirs  or  assigns,  the  said 
Eaton  and  Hamilton  Railroad  Company  shall  (or,  on  their  default  to 
take  proceedings  therefor  for  thirty  days,  the  holders  of  a  majority  of 
said  bonds  may,)  apply  to  any  court  of  chancery  in  Butler  or  Preble 
counties,  Ohio,  to  appoint  one  or  more  trustees  to  supply  his  or  their 
place  and  thereupon  such  new  trustee  or  trustees  shall  become  vested 
for  the  purpose  aforesaid  with  all  the  rights  and  interests  hereby  con¬ 
veyed  to,  or  vested  in,  the  said  George  Carlisle,  without  any  further 
assurance  or  conveyance  for  the  same,  but  if  the  same  shall  be  neces¬ 
sary,  both  or  either  of  the  parties  hereto  shall  execute  any  necessary 
releases  or  conveyances  for  these  purposes. 

In  witness  whereof,  the  said  Eaton  and  Hamilton  Railroad  Company 
liave  caused  their  name  to  be  subscribed  hereunto  by  their  president, 
and  countersigned  by  their  secretary,  and  their  corpoiate  seal  to  be 
affixed  thereto  on  the  day  and  year  first  above  written. 

The  Eaton  and  Hamilton  Railroad  Company, 
[seal]  By  JOHN  WOODS,  President. 

JESSE  B.  STEPHENS,  Secretary. 

Signed,  sealed,  acknowledged  and  delivered 
in  the  presence  of 
WM.  H.  MILLER, 

WM.  BECKETT. 

Acknowledged  before  Wm.  H.  Miller,  notary  public,  Butler  county, 
November  i,  1852. 

Recorded,  Butler  county,  Ohio,  Mortgage  Record  12,  page  480. 

MORTGAGE. 

Eaton  and  Hamilton  Railroad  Company  to  Timothy  S.  Goodman 

and  Nicholas  W.  Thomas,  Trustees. 

Dated  November  9,  1853. 

Covering  real  estate  of  the  company  in  Hamilton  county  and  securing 
$150,000  bonds  of  $1000  each,  dated  December  1,  1853,  payable 
December  1,  1873,  bearing  8  per  cent,  interest. 

This  indenture  made  this  ninth  day  of  November  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  fifty-three,  between  the  Eaton 
and  Hamilton  Railroad  Company,  a  corporation  duly  constituted  by 
the  laws  of  the  state  of  Ohio  of  the  first  part,  and  Timothy  S.  Goodman 
and  Nicholas  W.  Thomas,  of  the  city  of  Cincinnati,  of  the  second  part, 
witnesseth: 


79^  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

That  whereas,  the  said  Eaton  and  Hamilton  Railroad  Company,  pur¬ 
suant  to  the  terms  of  the  statutes  of  the  said  state  of  Ohio  incorporating 
and  affecting  them  are  engaged  in  constructing  a  railroad  from  Hamilton 
by  way  of  Eaton  to  the  west  line  of  the  State  of  Ohio  aforesaid,  and 
for  that  purpose  have  resolved  to  raise  money  by  loan  to  an  amount 
not  exceeding  one  hundred  and  fifty  thousand  dollars,  and  as  evidence 
of  the  indebtedness  thus  to  be  created,  to  issue  one  hundred  and  fifty 
bonds  for  the  sum  of  one  thousand  dollars  each,  payable  on  the  first  day 
of  December  in  the  year  of  our  Lord  one  thousand  eight  hundred  and 
seventy-three,  at  the  office  of  the  Ohio  Life  Insurance  and  Trust  Com¬ 
pany,  in  the  city  of  New  York,  and  bearing  interest  at  the  rate  of  eight 
per  centum  per  annum,  payable  semi-annually  on  the  first  days  of 
June  and  December  in  each  year  at  the  same  place,  according  to  the 
tenor  and  effect  of  interest  coupons  attached  to  each  of  said  bonds,  said 
bonds  to  bear  date  the  first  day  of  December,  A.  D.  one  thousand  eight 
hundred  and  fifty-tree,  and  to  be  drawn  payable  to  the  said  Timothy  S. 
Goodman  or  bearer  and  are  to  be  on  an  equality  so  far  as  regards 
security  for  the  payment  thereof  by  these  presents. 

Now,  therefore,  the  said  Eaton  and  Hamilton  Railroad  Company  in 
order  to  secure  payment  of  said  bonds  and  the  interest,  and  in  consid¬ 
eration  of  the  sum  of  one  dollar  to  them  paid  at  the  sealing  and  delivery 
hereof  by  the  said  Timothy  S.  Goodman  and  Nicholas  W.  Thomas  have 
granted,  bargained  and  sold  and  by  these  presents  do  convey  and  confirm 
unto  the  said  Timothy  S.  Goodman  and  Nicholas  W.  Thomas,  and  to  the 
survivor  of  them  and  the  heirs  of  such  survivor: 

All  that  certain  tract  of  land  in  the  county  of  Hamilton  and  state  of 
Ohio,  lying  and  being  in  section  number  30,  township  number  4,  and 
fractional  range  number  one,  in  the  Miami  Purchase  described  as  fol¬ 
lows,  to-wit:  beginning  at  a  corner  in  the  west  line  of  a  tract  of  land 
of  89  acres  recently  owned  by  R.  W.  Burnet,  Elizabeth  B.  Grosbeck, 
and  Caroline  B.  JVIcLean  as  tenants  in  common,  which  beginning  cornei* 
is  6  52/100  chains  south  of  the  section  line  running  east  and  west  and 
which  is  the  northern  boundary  of  said  tract,  and  from  said  corner  run¬ 
ning  south  89°  E.  parallel  with  said  section  line  29  60/100  chains  to  a 
point  in  the  center  of  Mill  creek,  thence  with  the  center  of  said  creek 
bordering  on  the  line  of  Robert  W.  Burnet's  land  south  15R;0  E.  3  chains 
to  a  point,  thence  south  6  %°  W.  2  50/100  chains  to  a  point,  thence 
north  89°  W.  and  parallel  with  the  section  line  27  30/100  chains  to  the 
county  road,  thence  with  said  road  north  8j^°  E.  18  8/100  chains  to  a 
cornei,  thence  north  89  W.  3  50/100  chains  to  a  corner,  thence  north 
Va  E.  3  48/100  chains  to  the  place  of  beginning,  containing  15  66/100 
acres.  Also  another  tract  of  land  in  said  section  No.  30,  beginning  in 
the  east  line  of  the  section  at  the  distance  of  22  40/100  chains  from  the 
N.  E.  corner  of  said  section,  and  running  thence  north  89°  W.  parallel 
with  the  north  line  of  said  section  9  65/100  chains  to  the  center  of  Mill 
creek,  thence  along  the  center  of  said  creek  with  its  meanders  south  150 
E.  50  links,  thence  south  47^°  W.  5  chains,  thence  south  66*4°  5  chains 
and^  12  links,  thence  south  31^4°  W.  3  chains  and  30  links,  thence  south 
2^2  W .  1  chain  and  95  links,  thence  south  63%°  E.  2  chains  and  87  links,. 


CORPORATE  HISTORY. 


797 


thence  north  84°  E.  8  chains  and  86  links,  thence  north  55^4°  E.  8  chains 
and  4  links,  thence  north  77 E.  1  chain  and  5  links  to  the  east  line 
of  the  section,  and  thence  with  the  same  north  ^4°  E.  6  chains  and  85 
links  to  the  place  of  beginning,  containing  16  acres,  saving,  excepting 
and  reserving  out  of  the  first  above  described  tract  the  right  of  way 
heretofore  conveyed  to  the  Cincinnati,  Hamilton  and  Dayton  R.  R. 
Company  for  its  said  railroad,  to  have  and  to  hold  said  premises  and 
every  part  thereof  with  the  appurtenances  unto  the  said  Timothy  S. 
Goodman  and  Nicholas  W.  Thomas,  and  the  survivor  of  them  and  the 
heirs  of  such  survivor  upon  the  following  trusts: 

That  is  to  say,  in  case  the  said  Eaton  and  Hamilton  Railroad  Com¬ 
pany  shall  fail  to  pay  the  principal  or  any  part  thereof  or  any  of  the 
interest  on  said  bonds  at  any  time  when  the  same  may  become  due  and 
payable  according  to  the  tenor  thereof  when  demanded,  then  after  sixty 
days  from  such  default  upon  the  request  of  the  holder  of  such  bond,  the 
said  Timothy  S.  Goodman  and  Nicholas  W.  Thomas  and  the  survivor 
of  them  and  the  heirs  of  such  survivor,  shall  and  may  enter  into  and 
take  possession  of  all  or  any  part  of  said  tracts  of  land,  and  as  the 
attornies  or  attorney  in  fact  or  agents  or  agent  of  the  said  Eaton  and 
Hamilton  Railroad  Company  by  themselves,  or  himself  or  agents  or 
substitutes  duly  constituted,  have,  use  and  employ  the  same,  making 
from  time  to  time  all  needful  repairs,  alterations  and  additions  thereto, 
and  after  deducting  the  expense  of  such  use,  repairs,  alterations  and  ad¬ 
ditions  apply  the  proceeds  thereof  to  the  payment  of  the  principal  and 
interest  of  all  of  said  bonds  remaining  unpaid;  or  the  said  Timothy  S. 
Goodman  and  Nicholas  W.  Thomas  and  the  survivor  of  them  and  the 
heirs  of  such  survivor  at  their  or  his  discretion  may,  or  on  the  written 
request  of  the  holders  of  at  least  one-half  of  the  bonds  then  unpaid, 
shall  cause  the  said  tracts  of  land  or  so  much  thereof  as  may  be  neces¬ 
sary  to  pay  and  discharge  the  principal  and  interest  of  all  such  of  said 
bonds  as  may  then  be  unpaid  as  aforesaid,  to  be  sold  at  public  auction 
in  the  city  of  Cincinnati,  giving  at  least  sixty  days’  notice  of  the  time, 
place  and  terms  of  such  sale,  and  of  the  specific  property  to  be  sold  by 
publishing  the  same  in  at  least  two  newspapers  of  good  circulation  in  the 
said  city  of  Cincinnati,  and  two  of  like  circulation  in  the  incorporated 
village  of  Eaton,  and  upon  the  making  of  such  sale,  to  make,  execute, 
and  deliver  to  the  purchaser  or  purchasers  thereof  for  and  in  the  name 
of  the  said  Eaton  and  Hamilton  Railroad  Company,  a  good  and  suffi¬ 
cient  deed  or  deeds  of  conveyance  in  fee  simple  for  the  same. 

And  the  said  Timothy  S.  Goodman  and  Nicholas  W.  Thomas  and  the 
survivor  of  them  and  the  heirs  of  such  survivor  shall,  after  deducting 
from  the  proceeds  of  said  sale  the  costs  and  expenses  of  managing  such 
property  and  of  such  sale,  apply  so  much  of  the  proceeds  as  may  be 
necessary  to  the  satisfaction  and  payment  of  said  principal  and  interest 
due  and  unpaid  on  said  bonds,  and  shall  restore  the  residue  thereof  to  the 
said  Eaton  and  Hamilton  Railroad  Company,  their  successors  and  as¬ 
signs,  it  being  hereby  expressly  understood  that  in  no  case  shall  any 
claim  or  advantage  be  taken  of  any  valuation,  appraisement  or  extension 
laws  by  the  said  Eaton  and  Hamilton  Railroad  Company,  their  suc¬ 
cessors  and  assigns,  nor  shall  any  injunction  or  stay  of  proceedings  or 


79§  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


any  process  be  applied  for  or  obtained  by  them  to  prevent  such  entry 
or  sale  as  aforesaid. 

And  the  said  Eaton  and  Hamilton  Railroad  Company  hereby  covenant 
for  the  consideration  aforesaid  to  execute  and  deliver  any  further  reason¬ 
able  and  necessary  conveyance  of  said  lands  or  any  part  thereof  to  the 
said  Timothy  S.  Goodman  and  Nicholas  W.  Thomas  and  to  the  sur- 
vi\  or  of  them  and  to  the  heirs  of  such  survivor  for  more  fully  carrying 
into  effect  the  objects  hereof,  and  also  that  all  money  obtained  on  this- 
security  or  upon  the  sale  of  any  of  said  bonds  shall  be  faithfully  applied 
in  the  construction  and  repairs  of  their  said  road  and  in  the  purchase 
of  engines,  cars  and  machinery  for  the  same. 

And  it  is  hereby  mutually  agreed  and  these  presents  are  upon  the 
express  condition,  that  on  payment  of  the  principal  and  interest  of  said 
bonds  in  manner  aforesaid  the  estate  hereby  granted  shall  be  void  and 
the  right  to  the  land  hereby  conveyed  shall  revert  to  and  revest  in  the 
said  Eaton  and  Hamilton  Railroad  Company,  their  successors  and  as¬ 
signs  without  any  acknowledgment  of  satisfaction,  reconveyance,  re¬ 
entry  or  other  act,  and  it  is  also  further  agreed  that  the  said  Timothy  S. 
Goodman  and  Nicholas  W.  Thomas  and  the  survivor  of  them  and  the 
heirs  of  such  survivor  shall  be  accountable  only  for  reasonable  diligence 
in  the  management  thereof,  and  shall  not  be  responsible  for  the  acts  of 
any  agent  employed  by  them  or  any  of  them  when  such  agent  is  selected 
with  reasonable  discretion,  and  that  they  and  each  of  them  shall  receive 
and  be  entitled  to  receive  proper  compensation  for  every  labor  or  service 
performed  in  the  discharge  of  the  trust  aforesaid  in  case  they  or  any 
of  them  shall  be  compelled  to  take  possession  of  said  premises  or  any 
part  thereof  and  manage  or  sell  the  same. 

And  it  is  further  agreed  that  in  case  of  the  death,  mental  incapacity 
or  resignation  of  the  said  Timothy  S.  Goodman  and  Nicholas  W. 
Thomas  and  the  survivor  of  them  and  the  heirs  of  such  survivor,  the 
said  Eaton  and  Hamilton  Railroad  Company  shall  (or  failing  to  do  so 
for  tli ii ty  days  the  holders  of  a  majority  of  said  bonds  may)  apply  to 
court  having  chancery  jurisdiction  in  the  county  of  Hamilton,  to  ap¬ 
point  one  or  more  trustees  to  supply  his  or  their  place,  and  thereupon 
such  new  trustee  or  trustees  shall  become  and  be  vested  for  the  purpose 
aforesaid  with  all  the  rights,  privileges  and  interests  conferred  as  afore¬ 
said  upon  the  said  original  trustee  without  any  further  or  additional 
assurance  or  conveyance  thereof.  But  if  the  same  shall  become  neces- 
sary,  the  said  Eaton  and  Hamilton  Railroad  Company  will  execute  any 
additional  assurance  or  conveyance  to  enable  the  said  newly  appointed 
trustees  to  execute  the  trusts  specified. 

In  witness  whereof,  I  have  caused  the  corporate  seal  of  the  said  Eaton 
and  Hamilton  Railroad  Company  to  be  hereunto  affixed  and  have  on 
behalf  of  said  company  and  by  its  order  signed  the  same  as  its  presi¬ 
dent  and  cause  to  be  countersigned  by  the  secretary  on  the  day  and  year 
first  herein  above  written. 

Attest:  DAVID  BARNET,  President,  [seal] 

J.  B.  STEPHENS,  Secretary,  [seal] 

Signing  and  sealing  acknowledged  in  presence  of 
W.  J.  GILMORE, 

I.  V.  CAMPBELL. 


CORPORATE  HISTORY. 


799 


Acknowledged  before  W.  J.  Gilmore,  notary  public,  Preble  county, 
Ohio,  November  9,  1853. 

Recorded,  Hamilton  county,  O.,  Nov.  10,  1853,  vol.  194,  page  327. 

Satisfaction  of  mortgage  endorsed  on  record,  Hamilton  county,  Ohio. 

Eaton  and  Hamilton  Railroad  Company’s  office, 

State  of  Ohio,  I 

Preble  county.  }  Eaton>  Au®ust  23>  1861  ■ 

As  secretary  of  the  said  Eaton  and  Hamilton  R.  R.  Company,  I  cer¬ 
tify  that  the  one  hundred  and  fifty  bonds  of  one  thousand  dollars  each, 
issued  by  said  company  under  date  of  December  i,  18=53,  and  the  pay¬ 
ment  thereof  secured  by  mortgage  executed  on  certain  real  estate  in 
and  adjoining  the  city  of  Cincinnati  on  the  9th  day  of  the  same  year  to 
Timothy  S.  Goodman  and  N.  W.  Thomas,  Esqs.,  in  trust,  etc.,  have 
all  been  regularly  paid  off,  redeemed  and  cancelled. 

In  testimony  whereof  I  have  hereunto  set  my  name  and  affixed  the 
corporate  seal  of  said  company  the  23rd  day  of  August  A.  D.,  1861. 

J.  B.  STEPHENS,  Secretary. 

State  of  Ohio,  f  .  .  __ 

Hamilton  county,  Ohio.  \  Cincinnati,  July  24,  1865. 

The  one  hundred  and  fifty  bonds  for  one  thousand  dollars  each,  issued 
by  the  Eaton  and  Hamilton  Railroad  Company,  described  in  the  fore¬ 
going  certificate  of  Jesse  B.  Stephens,  secretary  of  said  company,  and 
which  this  mortgage  deed  of  trust  was  given  to  secure,  having  been 
presented  to  me,  paid  and  cancelled,  this  mortgage  is  hereby  cancelled 
and  satisfied  of  record. 

T.  S.  GOODMAN, 

Surviving  Trustee  of  said  Mortgage  Bonds. 


RICHMOND  AND  MIAMI  RAILROAD  COMPANY.1 

AN  ACT 

To  Incorporate  Richmond  and  Miami  Railroad  Company. 

Approved  January  19,  1846. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of 
Indiana,  that  Daniel  P.  Wiggins,  James  E.  Reeves,  S  E.  Perkins,  W.  W. 
Lynde,  Robert  Morrison,  Eli  Brown  and  William  R.  Foulke  of  the 
county  of  Wayne,  and  state  of  Indiana,  and  their  successors  in  office, 
duly  elected  as  hereinafter  provided,  are  hereby  constituted  a  body  cor¬ 
porate  and  politic,  by  the  name  of  “  The  President  and  Directors  of  the 
Richmond  *and  Miami  Railroad  Company,”  and  by  such  name  shall  be 
capable  to  sue  and  be  sued,  plead  and  be  impleaded,  answer  and  be 
answered  unto  either  in  law  or  equity  in  any  court  of  competent  juris¬ 
diction  within  this  state;  and  shall  have  power  to  make  and  use  a  com- 


1  See  page  133. 


800  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

mon  seal,  and  the  same  to  alter  at  pleasure,  and  to  make  contracts  and 
enforce  the  same,  and  to  establish  and  put  in  force  such  by-laws,  rules 
and  regulations  as  may  be  necessary  to  carry  into  effect  the  provisions  of 
this  act,  not  inconsistent  with  the  constitution  and  laws  of  this  state, 
and  of  the  United  States. 

Sec.  2.  The  capital  stock  of  said  company  shall  be  fifty  thousand 
dollars  to  be  divided  into  shares  of  fifty  dollars  each. 

Sec.  3.  The  directors  named  in  this  act,  or  a  majority  of  them,  may 
meet  at  such  time  and  place  as  they  may  agree  upon,  and  organize  said 
corporation  by  the  election  of  one  of  their  body  as  president;  and  after 
such  organization,  any  members  of  said  board  shall  constitute  a  quorum 
for  the  transaction  of  business. 

Sec.  4.  The  corporation  shall  have  power  to  appoint  agents,  clerks, 
treasurers,  surveyors,  engineers,  superintendents,  artists,  and  all  other 
officers  and  persons  necessary  to  carry  into  effect  the  objects  of  this 
act.  They  shall  keep  a  journal  of  their  proceedings,  in  which  shall  be 
entered  all  by-laws,  rules  and  regulations,  and  all  orders  for  the  payment 
of  such  allowances  as  may  be  made  to  their  officers  and  all  others  in 
their  employ;  which  journal  shall,  from  time  to  time,  be  read  by  the 
board,  and,  if  found  to  be  correct,  signed  by  the  president.  They  may 
sit  on  their  own  adjournments,  or  on  the  call  of  the  president;  when 
the  president  is  absent  they  may  appoint  a  president  pro  tempore.  They 
shall  fill  all  vacancies  that  may  happen  in  their  own  body. 

Sec.  5*  The  corporation  shall  cause  books  to  be  opened  for  sub¬ 
scription  to  the  capital  stock  at  such  time  and  at  such  place  or  places 
as  they  may  choose,  due  notice  of  which  shall  be  given  in  at  least  one 
newspaper  published  in  the  town  or  city  where  said  books  are  proposed 
to  be  opened. 

Sec.  6.  It  shall  be  lawful  for  all  persons  of  lawful  age,  for  the  agent 
of  any  corporate  body,  for  the  agent  of  any  state,  or  of  the  United 
States,  on  behalf  of  the  same,  to  subscribe  for  any  amount  of  capital 
stock,  and  the  books  shall  be  kept  open  for  any  such  space  of  time,  and 
at  such  place  or  places  as  the  corporation  shall  choose,  and  may  be 
reopened  at  any  time;  and  they  may,  by  an  agent,  offer  for  sale  in  any 
othei  state  any  amount  of  stock  upon  such  terms  and  conditions  as 
may  be  thought  advisable.  They  shall  have  power,  on  the  credit  of 
the  corpoiation,  to  borrow  money  on  such  terms  as  may  be  agreed 
upon  by  the  parties.  The  corporation  may  require  such  sum  of  money 
to  be  paid  at  the  time  of  subscribing,  not  exceeding  five  dollars  on 
each  share,  as  they  may  think  proper;  but  such  requisition  shall  be 
made  known  by  being  inserted  in  the  notice  for  opening  the  books,  and 

any  future  payments  on  the  stock  shall  be  under  the  control  of  the 
corporation. 

Sec.  7.  As  soon  as  twenty  thousand  dollars  are  subscribed  for,  and 
five  dollars  are  paid  on  each  share,  it  shall  be  the  duty  of  tlie  corpora¬ 
tion  to  give  three  weeks’  notice  thereof  in  one  or  more  newspapers; 
and  in  such  notice  appoint  a  time  and  place  for  the  stockholders  to 
meet  and  elect  thirteen  directors,  who  shall  be  stockholders,  and  said 
election  shall  be  conducted  by  two  judges  appointed  by  the  stockholders 


CORPORATE  HISTORY. 


801 


present;  and  the  persons  having  a  plurality  of  votes  given  and  counted 
in  public  shall  be  declared  duly  elected.  No  share  shall  confer  a  right 
to  vote  at  any  election  unless  the  same  shall  have  been  held  one  month 
previous  to  the  election;  in  all  elections  one  share  shall  entitle  the  holder 
to  one  vote;  and  votes  may  be  given  by  the  person  owning  the  same,  or 
by  one  of  any  partners,  or  by  the  husband,  father,  mother,  administrator 
or  executor,  trustee  or  guardian,  or  by  the  authorized  agent  of  any 
corporation,  state,  or  of  the  United  States,  or  any  person  having  a  right 
to  vote  may  vote  by  written  proxy. 

Sec.  8.  It  shall  be  the  duty  of  the  directors  elected  as  above,  and 
those  elected  at  all  subsequent  elections,  to  meet  as  soon  thereafter  as 
they  conveniently  can,  and  elect  one  of  their  own  body  president;  the 
president  and  directors  thus  elected  shall  continue  in  office  until  the 
next  annual  election,  and  until  their  successors  are  elected  and  qualified 
or  organized. 

Sec.  g.  All  elections  after  the  first  shall  be  held  on  the  first  Monday 
in  January,  annually,  under  the  direction  of  three  stockholders,  not 
directors  at  the  time,  to  be  appointed  by  the  board  at  a  previous  meet¬ 
ing,  or  by  the  stockholders  present  at  the  time  of  holding  said  election, 
and  notice  of  said  election  shall  be  given  in  at  least  one  newspaper. 
Provided,  that  if,  from  any  cause  whatever,  there  should  be  no  election 
held  on  the  day  appointed  by  this  act,  or  by  the  directors  for  the  first 
election,  it  shall  be  lawful  to  hold  the  election  on  any  other  day. 

Sec.  io.  Certificates  of  stock  shall  be  given  to  the  stockholders,  which 
shall  be  evidence  of  the  stock  held;  they  shall  be  signed  by  the  president, 
and  countersigned  J>y  the  clerk.  The  stock  shall  be  transferred  on  the 
books  of  the  corporation  personally,  or  by  agent  or  attorney,  or  by  the 
administrator,  executor,  trustee  or  guardian;  but  such  stock  shall  be  held 
at  all  times  by  the  corporation  for  any  dues  from  the  holder  thereof 
to  the  corporation,  or  for  any  sums  that  may  thereafter  become  due  on 
contract  made  prior  to  such  transfer. 

Sec.  ii.  The  corporation  shall  have  power  to  call  for  such  portions 
of  the  stock  subscribed,  not  exceeding  twenty-five  dollars  on  each  share 
in  any  one  year,  as  they  may  think  proper,  to  be  paid  at  such  time  and 
place  as  they  may  designate,  by  giving  sixty  days’  notice  in  some  news¬ 
paper  of  general  circulation  where  said  stock  is  made  payable,  or  by 
written  notice  given  to  the  stockholders,  in  which  shall  be  specified  the 
amount  demanded  on  each  share,  and  the  time  and  place  of  payment;  if 
any  stockholder  shall  neglect  or  refuse  to  pay  any  such  requisition  within 
ten  days  after  the  time  named  for  such  payment,  the  corporation  may 
bring  suit  against  such  delinquent  for  the  amount  due  and  called  for,  in 
any  court  of  competent  jurisdiction,  and  recover  the  amount  due  with 
ten  per  cent,  damages  for  such  detention;  and  if  the  amount  cannot 
be  made  on  execution,  or  if  such  delinquent  is  out  of  the  state,  then  the 
corporation  may,  by  an  order  on  their  books,  declare  such  stock  for¬ 
feited  to  the  corporation,  with  whatsoever  amount  may  have  been  paid 
thereon,  and  no  such  delinquent,  before  the  forfeiture  of  the  stock, 
shall  have  any  right  to  vote  for  directors  or  recover  any  dividend  on 
his,  her,  or  their  stock  until  the  corporation  is  fully  satisfied. 


51 


802  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Sec.  12.  The  corporation,  by  their  agents,  shall  have  full  power  from 
time  to  time  to  examine,  survey,  locate  and  construct  a  railroad  of  a 
single  or  double  track,  commencing  at  the  city  of  Richmond,  in  the 
county  of  Wayne  and  state  of  Indiana,  and  running  on  the  best  ground 
for  the  interest  of  the  company  and  the  public  convenience  eastwardly 
to  the  Indiana  and  Ohio  state  line,  for  the  purpose  of  connecting  with  a 
railroad  proposed  to  be  made  in  the  state  of  Ohio  to  the  state  line. 

Sec.  13.  And  for  the  purpose  of  making  such  examination  and  loca¬ 
tion,  it  shall  be  lawful  for  the  corporation,  by  their  agent,  and  persons 
in  their  employ,  to  enter  upon  any  land  to  make  surveys  and  estimates, 
and  for  the  purpose  of  searching  for  stone,  gravel,  wood,  or  other 
materials  necessary  for  the  construction  of  said  road;  but  no  stone, 
gravel,  wood,  or  other  materials  necessary  for  the  construction  of  said 
road,  shall  be  taken  away  from  any  land  without  the  consent  of  the 
owner  thereof,  until  the  rate  of  compensation  shall  be  ascertained  and 
paid. 

Sec.  14.  It  shall  be  lawful  for  the  corporation,  either  before  or  after 
the  location  of  any  section  of  the  road,  to  obtain  from  the  person  or 
persons  through  whose  land  the  same  may  pass,  a  relinquishment  of  so 
much  of  the  land  as  may  be  necessary  for  the  construction  or  location 
of  said  road,  as  also  the  stone,  gravel,  timber,  and  other  materials;  and 
it  shall  be  lawful  for  said  corporation  to  receive,  by  donations,  gifts, 
grants  or  bequests,  land,  money,  labor,  property,  stone,  gravel,  or  other 
materials  for  the  benefit  of  said  corporation,  and  all  such  contracts,  re¬ 
linquishments,  donations,  gifts,  grants,  and  bequests  made  and  entered 
into  in  writing,  by  any  person  or  persons  capable  4in  law  to  contract, 
made  in  consideration  of  such  location,  for  the  benefit  of  the  corpora¬ 
tion,  shall  be  binding  and  obligatory;  and  the  corporation  may  have 
their  action  at  law  in  any  court  of  competent  jurisdiction  to  compel  the 
same:  Provided,  that  all  such  contracts,  relinquishments,  donations, 

gifts,  grants  and  bequests  shall  be  fully  and  plainly  made  in  writing, 
signed  by  the  party  making  the  same. 

Sec.  15.  That  in  all  cases  where  any  person  through  whose  land  the 
road  may  run,  shall  refuse  to  relinquish  the  same,  or  where  a  contract 
between  the  parties  cannot  be  made,  it  shall  be  lawful  for  the  corpor¬ 
ation  to  give  notice  to  some  justice  of  the  peace  in  the  county  where  the 
difficulties  may  occur,  that  such  facts  do  exist,  and  such  justice  of  the 
peace  shall  thereupon  summon  the  owner  of  such  land  to  appear  before 
him  on  a  particular  day  within  ten  days  thereafter,  and  shall  appoint 
twelve  disinterested  persons  of  the  neighborhood,  who  shall,  after  taking 
an  oath  faithfully  and  impartially  to  assess  the  damages,  if  any,  view  the 
land  or  materials,  and  after  having  taken  into  consideration  the  advan¬ 
tages  as  well  as  the  disadvantages  the  road  may  be  to  the  same,  and 
shall  report  thereon  whether  such  person  is  entitled  to  damages  or  not, 
and  if  so,  how  much;  and  shall  file  such  return  with  such  justice,  where¬ 
upon  said  justice  shall  enter  judgment  thereon  unless  for  good  cause 
there  shown;  and  in  case  either  party  should  show  sufficient  cause  why 
judgment  should  not  be  entered,  the  justice  may  grant  a  review  of  the 
premises,  either  with  or  without  costs:  Provided,  that  either  party  may, 


CORPORATE  HISTORY. 


803 


at  any  stage  of  the  proceedings,  appeal  to  the  circuit  court  of  the  proper 
county,  as  in  other  cases,  and  such  court  shall  appoint  reviewers  as 
above  directed,  who  may  report  at  that  or  succeeding  terms,  in  the  dis¬ 
cretion  of  the  court,  and  the  judgment  of  the  circuit  court  shall  be  final. 

Sec.  16.  And  in  all  cases  where  the  owner  or  owners  of  such  land  or 
materials  shall  be  minors,  insane  persons,  or  reside  out  of  the  county 
where  such  lands  may  be,  such  justice  shall  cause  three  notices  of  the 
application  made,  and  of  the  day  fixed  for  the  appointment  of  viewers, 
to  be  posted  up  in  three  of  the  most  public  places  in  the  county,  and  if 
no  person  shall  attend  on  the  day  named  in  said  notice  said  justice  shall 
adjourn  the  same  until  that  day  two  weeks;  at  which  time  he  shall  pro¬ 
ceed  as  if  such  person  or  persons  had  been  duly  notified  to  attend,  and 
on  such  judgment  being  rendered,  and  the  corporation  complying  there¬ 
with,  by  the  payment  of  costs  or  damages  awarded  against  them,  the 
corporation  shall  be  seized  of  the  land  or  materials.  Costs  shall  be 
allowed  or  awarded  against  either  party  at  the  discretion  of  the  justice. 

Sec.  17.  That  if  it  should  be  found  necessary  and  advantageous  to  the 
location  and  construction  of  said  road,  the  corporation  shall  have  the 
right  to  lay  the  same  along  and  upon  any  state  or  county  road:  Pro¬ 
vided,  however,  that  before  such  location  shall  be  made  the  corporation 
shall  make  application  to  the  county  commissioners  of  the  proper 
county  for  such  right;  and  the  said  county  commissioners  are  hereby 
vested  with  power  to  grant  the  same  by  an.  order  entered  on  their  re¬ 
cords:  And  provided  also,  that  sucji  right  shall  be  granted  on  condi¬ 
tion  that  the  corporation  shall  (leave)  a  sufficiency  of  said  state  or  county 
road  in  as  good  repair,  for  common  use,  as  previous  to  such  occupation. 

Sec.  18.  That  when  said  corporation  shall  have  procured  a  right  of 
way  as  hereinbefore  provided,  they  shall  be  seized  in  fee  simple  of  the 
right  to  said  land,  and  shall  have  the  sole  use  and  occupation  of  the 
same;  and  no  person,  body  corporate  or  politic,  shall  in  any  way  inter¬ 
fere  therewith,  molest,  disturb,  or  injure,  any  of  the  rights  and  privileges 
hereby  granted,  or  that  would  be  calculated  to  detract  from  or  affect  the 
profits  of  said  corporation. 

Sec.  19.  The  corporation  shall  commence  the  construction  of  said 
road  any  time  within  five  years  after  the  opening  of  the  books,  and 
from  time  to  time  construct  so  much  towards  the  point  of  destination 
as  may  be  within  the  ability  and  to  the  interest  of  the  company,  and 
shall  complete  it  within  fifteen  years  from  its  commencement:  Provided, 
that  if  the  road  should  not  be  completed  within  the  time  aforesaid,  the 
General  Assembly  may,  for  good  cause  shown,  give  further  time  for 
its  construction:  Provided  also,  if  any  part  of  said  road  shall  be  com¬ 
pleted  within  the  time  aforesaid,  in  that  case  all  the  rights,  privileges  and 
benefits  granted  in  this  act  shall  be  extended  to  and  vested  in  said 
company  to  such  part  of  said  road  as  shall  be  completed. 

Sec.  20.  It  shall  be  the  duty  of  said  corporation,  wherever  any  state 
or  county  road,  now  established,  shall  cross  or  may  hereafter  cross 
the  railroad,  to  make  and  keep  in  repair  good  and  sufficient  causeways, 
so  that  the  free  use  of  said  state  and  county  road  shall  not  be  obstructed; 
and  in  all  cases  where  any  person  shall  own  land  on  both  sides  of  said 


804  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

road,  and  there  shall  not  be  any  causeway  for  a  public  road  leading  from 
one  tract  to  the  other,  the  owner  of  such  lands  shall  have  the  right,  free 
of  charge,  to  cross  the  same,  and  to  make  such  causeways  as  may  be 
necessary  for  the  convenience  of  said  owner:  Provided,  that  such  owner 
of  land  shall  not  injure  or  obstruct  said  road. 

Sec.  21.  That  it  shall  be  lawful  for  said  corporation  to  place  or 
prescribe  the  kind  of  carriages  that  may  be  used  on  said  road,  whether 
propelled  by  steam  or  other  power,  for  the  transportation  of  passengers, 
for  all  kinds  of  products,  lumber,  goods,  wares  and  merchandise,  or  any 
other  kinds  of  property,  and  for  this  purpose  the  corporation  may  con¬ 
struct  said  road  with  such  turns,  gates,  bridges,  acqueducts,  culverts,  toll 
and  warehouses  as  may  be  considered  necessary  for  the  interests  of  the 
company  and  convenience  of  the  public;  and  the  corporation  may  charge 
tolls  and  freights  on  such  part  of  the  road  as  may  be  in  a  sufficient  state 
for  travel,  although  the  whole  be  not  finished;  and  they  may  charge  for 
travel  and  transportation  on  the  same  when  it  is  graded  and  bridged, 
although  the  rails  may  not  be  laid  so  as  to  admit  carriages  thereon. 

Sec.  22.  The  corporation  may  charge  and  receive  such  tolls  and 
freights  for  the  transportation  of  persons,  commodities  and  carriages  on 
said  road,  or  any  part  thereof  as  shall  be  for  the  interest  of  said  com¬ 
pany,  and  to  charge,  lower,  or  raise  at  pleasure:  Provided,  that  the 
rates  established  from  time  to  time  shall  be  posted  in  some  conspicuous 
place  or  places  on  said  road. 

Sec.  23.  That  when  the  aggregate  amount  of  dividends  declared  shall 
amount  to  the  full  sum  invested  and  ten  per  centum  per  annum  thereon, 
the  legislature  may  so  regulate  the  tolls  and  freights  that  not  more  than 
fifteen  per  centum  per  annum  shall  be  divided  on  the  capital  employed, 
and  the  surplus  profits,  if  any,  after  paying  the  expenses  and  receiving 
such  proportion  as  may  be  necessary  for  future  contingencies,  shall  be 
paid  over  to  the  treasurer  of  state,  for  the  use  of  common  schools,  but 
the  corporation  shall  not  be  compelled  by  law  to  reduce  the  tolls  and 
freights  so  that  a  dividend  of  fifteen  per  centum  per  annum  cannot  be 
made;  and  it  shall  be  the  duty  of  the  corporation  to  furnish  the  legis¬ 
lature,  if  required,  with  a  correct  statement  of  the  amount  of  expendi¬ 
tures  and  the  amount  of  profits  after  deducting  all  expenses,  which 
statement  shall  be  made  under  oath  of  the  officer,  whose  duty  it  shall 
be  to  make  the  same. 

Sec.  24.  Semi-annual  dividends  of  so  much  of  the  profits  as  the  cor¬ 
poration  may  deem  expedient  shall  be  made  on  the  first  Monday  in 
December  and  July,  annually,  unless  the  directors  fix  on  a  different 
day,  and  pay  the  stockholders  as  soon  thereafter  as  they  can  with  con¬ 
venience,  and  no  dividends  shall  be  made  to  a  greater  amount  than  the 
net  profits  after  deducting  all  expenses;  and  the  directors  may  retain 
such  proportion  of  the  profits  as  a  contingent  fund  to  meet  subsequent 
expenses  as  they  shall  deem  proper. 

Sec.  25.  That  if  any  person  or  persons  shall  knowingly  and  wilfully 
injure  or  obstruct  said  road,  or  any  part  thereof,  or  shall  break,  destroy 
or  deface  any  work,  edifice,  device,  toll,  or  warehouse  belonging  thereto, 
such  person  or  persons  so  offending  shall  pay  to  the  corporation  five 


CORPORATE  HISTORY. 


805 


times  the  amount  of  damages  actually  done,  with  costs  of  suits  to  be 
recovered  by  the  corporation  before  any  court  having  competent  juris¬ 
diction:  Provided,  that  all  actions  commenced  by  the  corporation  for 
the  recovery  of  damages  shall  be  commenced  within  six  months  from  the 
time  such  cause  of  action  occurred  and  not  after. 

Sec.  26.  It  shall  be  lawful  for  the  county  commissioners  for  the 
county  through  which  the  road  passes,  for  and  on  behalf  of  such  county, 
to  authorize  by  an  order, f  as  much  of  the  stock  to  be  taken  as  they  may 
think  proper  at  any  time  within  five  years  from  the  opening  of  the  books. 

Sec.  27.  It  shall  be  the  duty  of  the  corporation  to  cause  a  full  state¬ 
ment  of  the  affairs  of  the  company  to  be  made  and  exhibited  to  the 
stockholders  at  any  annual  election,  or  at  any  other  general  meeting  of 
the  stockholders. 

Sec.  28.  Any  number  of  the  stockholders  owning  one-third  of  the 
stock  may  call  a  general  meeting  of  the  stockholders  by  giving  four 
weeks’  notice  thereof,  in  which  specifying  the  object  of  the  call,  and 
a  majority  of  the  stockholders  being  represented,  they  may  make  such 
order,  relative  to  the  concerns  of  the  company,  as  a  majority  may 
determine. 

Sec.  29.  The  corporation  may  by  contract  admit  the  intersection 
with  said  road  with  any  other  railroad,  turnpike,  or  any  other  road  or 
collateral  road. 

Sec.  30.  The  state  in  time  of  war  shall  have  the  right  to  transport 
troops,  munitions  of  war  and  provisions,  free  of  toll,  on  said  road. 

Sec.  31.  Should  the  capital  herein  granted  not  be  sufficient  to  ac¬ 
complish  the  intended  work,  the  corporation  may  increase  the  same  and 
the  stockholders  may,  at  any  general  meeting,  reduce  the  number  of 
directors  to  any  number  not  less  than  five. 

Sec.  32.  That  when  the  road  is  located  it  shall  be  the  duty  of  the 
corporation  to  cause  a  plat  of  the  same  to  be  deposited  in  the  office  of 
the  secretary  of  state,  and  from  and  after  that  time  it  shall  not  be  lawful 
for  the  said  corporation  to  alter  or  change  any  part  of  the  said  loca¬ 
tion  unless  said  corporation  pays  the  owner  or  owners  of  lands  on 
such  changed  route,  the  amount  of  damages  they  may  sustain  by  such 
re-location. 

Sec.  33.  That  if  said  road,  after  its  completion,  shall  be  suffered  to 
go  into  decay,  or  be  impassable  for  one  year,  unless  when  the  same  is 
repairing,  this  charter  shall  be  taken  and  considered  as  forfeited. 

Sec.  34.  The  corporation  shall  in  no  case,  directly  or  indirectly, 
engage  in  any  kind  of  trade,  or  deal  in  merchandise,  other  than  such  as 
may  be  necessary  to  carry  into  effect  the  objects  contemplated  by  this 
act;  nor  shall  said  corporation  under  any  pretence  whatever  enter  into 
banking  business  for  the  purpose  of  receiving  deposits,  making  dis¬ 
counts,  or  issuing  bills  of  credit,  or  bills  or  receipts  of  any  description, 
to  pass  as  a  circulating  medium. 

Sec.  35.  The  corporation  shall  cause  to  be  kept  a  fair  record  of 
the  whole  expense  of  making  and  repairing  said  railroad,  and  of  each 
section  thereof,  with  all  the  incidental  expenses,  and  also  a  fair  account 
of  the  tolls  received;  and  the  state  shall  have  the  right  to  purchase  the 


806  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

stock  of  said  company,  at  any  time  after  twenty-five  years,  by  paying  to 
said  corporation  a  sum  of  money,  which,  together  with  the  tolls  received, 
shall  equal  the  cost  and  expense  of  said  railroad  as  aforesaid,  with  an 
interest  of  ten  per  centum  per  annum;  and  the  books  of  said  company 
shall  always  be  open  for  the  inspection  of  any  agent  of  the  state,  ap¬ 
pointed  for  that  purpose  by  the  legislature,  and  upon  any  refusal  to 
exhibit  their  books  and  accounts  to  said  agent,  upon  request  made  to 
the  president,  all  powers  granted  by  this  act  shall  cease. 

Sec.  36.  The  directors  of  said  company  that  shall  contract  any  debts, 
over  and  above  the  amount  of  good  and  solvent  stock  subscribed,  shall 
be  individually  liable  for  the  payment  of  such  excess;  and  the  legis¬ 
lature  reserves  the  right  to  alter  or  amend  this  charter  at  any  time,  and 
to  repeal  the  same  whenever  its  provisions  shall  have  been  violated  by 
said  company. 

Sec.  37.  This  act  shall  take  effect  and  be  in  force  from  and  after  its 
passage,  and  shall  be  deemed  and  taken  to  be  a  public  act. 

Local  Laws  Indiana,  1846,  page  78. 


AN  ACT 

To  Amend  an  Act  entitled  “  An  Act  to  Incorporate  the  Richmond 
and  Miami  Railroad  Company,”  approved  January  19,  1846. 

Section  1.  Be  it  enacted  by  the  General  Assembly  of  the  state  of 
Indiana,  that  an  act  entitled  an  act  to  incorporate  the  Richmond  and 
Miami  Railroad  Company,  approved  January  19,  1846,  be  and  the  same 
is  hereby  amended,  enlarged  and  extended  so  as  to  authorize  the  presi¬ 
dent  and  directors  of  the  said  Richmond  and  Miami  Railroad  Company, 
under  all  the  rights,  privileges,  powers  and  provisions  contained  in 
said  act,  to  construct  a  branch  railroad  from  a  suitable  point  on  the 
said  Richmond  and  Miami  railroad  to  that  point  on  the  Ohio  and  In¬ 
diana  state  line  to  which  the  Dayton  and  Western  Railroad  Company  in 
Ohio  have  or  may  hereafter  locate  their  railroad. 

Sec.  2.  That  whenever  a  sufficient  amount  of  stock  is  subscribed  to 
prepare  the  said  branch  road  for  the  superstructure,  it  shall  be  the  duty 
of  the  president  and  directors-  of  said  Richmond  and  Miami  Railroad 
Company  to  proceed  in  the  prosecution  of  said  work  with  the  stock  sub¬ 
scribed  for  that  purpose,  with  such  dispatch  as  will  secure  the  comple¬ 
tion  of  said  branch  by  the  time  the  said  Dayton  and  Western  Railroad 
is  completed,  if  means  sufficient  are  afforded. 

Sec.  3.  And  for  the  purpose  of  enabling  the  said  company  to  con¬ 
struct,  equip,  and  complete  said  work  contemplated  in  said  act  of 
incorporation,  and  in  this  amendment,  it  shall  be  lawful  for  them  to 
increase  subscriptions  in  labor,  materials,  and  real  and  personal  prop- 
erty,  to  be  made  by  deed  or  otherwise,  in  such  manner  and  upon  such 
terms,  stipulations,  conditions  and  agreements  as  they  may  deem  to  the 
interest  of  said  company,  to  be  by  said  company  used,  disposed  of, 
sold  and  conveyed  by  deed  or  otherwise  for  the  advancement  of  the 
object  herein  contemplated. 


CORPORATE  HISTORY. 


807 


Sec.  4.  And  for  the  purpose  of  enabling  said  company  to  complete 
said  road  and  furnish  the  same  with  locomotives,  cars  and  other  neces¬ 
sary  appendages,  they  may  issue  bonds  of  any  denomination  not  less 
than  fifty  dollars,  and  to  an  amount  not  exceeding  one  hundred  thousand 
dollars,  drawing  interest  at  any  rate  not  exceeding  seven  per  cent, 
principal  and  interest  to  be  paid  at  such  time  or  times,  place  or  places, 
as  said  company  may  deem  expedient;  and  said  bonds  to  be  disposed 
of  at  such  rates  of  discount  as  may  be  agreed  upon,  said  bonds  to  be 
signed  by  the  president  and  countersigned  by  the  secretary,  and  the 
same  may  be  made  a  lien  on  said  road  by  mortgage  or  otherwise,  as 
said  company  may  deem  expedient. 

Sec.  5.  The  facilities  for  transportation  on  said  railroad  shall  be  fair 
and  equal  to  all  railroads  coming  into  and  connecting  with  the  same,  sub¬ 
ject,  however,  to  such  restrictions  and  limitations  in  said  privilege  as  two- 
thirds  in  value  of  the  stockholders  at  [any]  general  meeting  may  deter¬ 
mine. 

Sec.  6.  If  at  any  time  hereafter  the  stockholders  in  the  said  Richmond 
and  Miami  Railroad  Company  should  desire  to  consolidate  their  stock 
and  charter  with  the  Terre  Haute  and  Richmond  Railroad  Company,  or 
the  Dayton  and  Western  Railroad  Company,  each  or  either  of  them, 
they  are  authorized  to  do  so  on  such  terms  as  said  companies  may  agree 
upon,  and  adopt  such  name  for  said  consolidated  company  they  choose; 
after  which  said  consolidated  company  shall  be  as  fully  invested  with  all 
the  rights,  powers  and  privileges,  and  subject  to  all  the  restrictions,  to 
the  whole  extent  of  the  road  or  roads  embraced  in  said  consolidation, 
as  though  the  same  had  been  incorporated  under  one  charter,  with  the 
right  to  adopt  the  charter  or  charters,  or  part  of  either  or  all  of  said 
charters  as  said  company  may  choose:  Provided,  however,  that  (no) 
consolidation  shall  ever  be  made  to  deprive  railroad  companies  connect¬ 
ing  or  coming  into  the  said  Richmond  and  Miami  Railroad  from  the 
use  of  the  same  for  the  purpose  of  transportation,  upon  as  fair  and 
equitable  terms  as  if  no  such  consolidation  had  been  made. 

Sec.  7.  That  section  ten  of  said  act  of  incorporation  be  and  the  same 
is  hereby  so  amended  as  to  require  the  justice  of  the  peace  to  select  the 
twelve  persons  therein  named  from  any  part  of  the  county,  and  in  all 
cases  when  said  jury  return  damages,  and  if  they  should  not  return 
damages  to  the  land  owners  and  the  said  land  owners  should  appeal  from 
such  assessment  or  return,  the  said  company  may  file  a  bond  with  said 
justice,  payable  to  said  land  owner  in  the  penal  sum  of  two  thousand 
dollars,  conditioned  for  the  payment  of  all  damages,  if  any,  that  may 
be  finally  awarded  in  the  premises;  after  said  bond  is  filed  as  aforesaid, 
the  said  company  may  proceed  in  the  construction  of  said  road  on  said 
land  as  fully  as  though  they  had  procured  the  right  thereto,  and  no 
form  of  writ  or  proceeding  at  law  or  chancery  shall  issue  or  be  instituted 
to  hinder,  stop,  or  delay  said  company  in  said  work,  or  if  said  company 
shou  d  appeal  and  file  a  similar  bond  they  may  then  proceed  as  aforesaid. 

(The  foregoing  bill  was  presented  to  me  on  the  15th  day  of  January, 
1851,  for  my  approval.  It  has  not  been  approved  nor  returned  to  the 
Senate  with  my  objections  down  to  the  24th  day  of  January,  1851,  and 
has  therefore  become  a  law.) — JOSEPH  A.  WRIGHT. 


8°8  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

MORTGAGE. 

Richmond  and  Miami  Railroad  Company  to  George  Carlisle, 

Trustee. 

Dated  November  i,  1852. 

Securing  $60,000  bonds  of  $1000  each,  dated  November  1,  1852,  payable 
November  1,  1862,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  first  day  of  November,  in  the  year  of  our 
Cord  one  thousand  eight  hundred  and  fifty-two,  between  the  Richmond 
and  Miami  Railroad  Company,  a  corporation  duly  constituted  as  such 
by  the  laws  of  the  state  of  Indiana,  of  the  first  part,  and  George  Carlisle 
of  the  city  of  Cincinnati,  of  the  second  part. 

Witnesseth,  that  whereas,  the  said  Richmond  and  Miami  Railroad 
Company,  pursuant  to  the  terms  of  the  statutes  of  said  state  of  Indiana, 
incorporating  them,  are  engaged  in  constructing  a  railroad  from  Rich¬ 
mond  to  the  east  line  of  said  state,  to  connect  at  the  said  state  line  with 
tie  Eaton  and  Hamilton  Railroad  Company,  in  accordance  with  the 
written  agreement  between  said  companies,  have  resolved  to  raise  money 
by  loan,  to  an  amount  not  exceeding  sixty  thousand  dollars,  and  in 
order  to  secure  the  payment  thereof,  have  executed  sixty  bonds  for  the 
sum  of  one  thousand  dollars  each,  payable  on  the  first  day  of  November, 
m  the  year  of  our  Lord  one  thousand  eight  hundred  and  sixty-two  at 
the  bank  of  America  in  the  city  of  New  York,  and  bearing  interest  at 
tie  rate  of  seven  per  centum  per  annum,  payable  semi-annually  on  the 
first  days  of  May  and  November  in  each  year,  at  the  same  place  accord¬ 
ing  to  the  tenor  and  effect  of  interest  warrants  attached  to  each  of  said 
bonds,  which  bear  even  date  herewith,  and  are  drawn  payable  to  said 
George  Carlisle,  or  bearer,  and  are  to  be  on  an  equality  so  far  as 
regards  security  for  the  repayment  thereof  by  these  presents;  and  the 
lolder  of  each  of  said  bonds  shall  be  entitled  at  any  time  within  five 
years  from  the  date  thereof,  to  receive  in  exchange  therefor,  one  thousand 
dollars  at  the  par  value  thereof  in  the  capital  stock  of  said  company, 
upon  the  surrender  thereof,  and  the  interest  warrants  therein  that  shall 
not  have  become  payable  at  the  time  of  such  surrender. 

Now,  therefore,  this  indenture  witnessed,  that  the  said  Richmond  and 
iaim  Ivailroad  Company,  in  order  to  secure  the  repayment  of  said 
bonds  and  interest,  and  in  consideration  of  the  sum  of  one  dollar  to 
them  paid  at  the  sealing  and  delivery  hereof,  by  the  said  George  Car¬ 
lisle,  the  receipt  whereof  is  hereby  acknowledged,  have  granted  bar¬ 
gained,  sold,  transferred  and  conveyed;  and  by  these  presents  do  grant 
bargain,  sell,  transfer  and  convey  to  the  said  George  Carlisle,  his  heirs 
and  assigns,  all  the  present,  and  in  future  to  be  acquired,  property  of 
the  said  Richmond  and  Miami  Railroad  Company,  in  their  road  from 
Richmond  to  the  east  line  of  the  state  of  Indiana,  including  the  right 
of  way.  and  land  occupied  thereby,  from  Richmond  to  said  state  line  as 
aforesaid,  with  the  superstructure,  and  all  rail  and  other  materials  used 
therein,  or  procured  therefor,  bridges,  viaducts,  culverts,  depot  grounds, 
and  buildings  erected  thereon,  and  all  rights  therein,  tolls  and  incomes 


CORPORATE  HISTORY. 


809 


and  any  rights  thereto  or  interest  therein,  together  with  the  tolls,  or 
income  to  be  had  or  levied  therefrom,  and  all  franchises,  rights  and 
privileges  of  the  said  Richmond  and  Miami  Railroad  Company,  of,  in, 
to,  or  concerning  the  same,  to  have  and  to  hold  the  said  premises  and 
every  part  thereof,  with  the  appurtenances  unto  the  said  George  Car¬ 
lisle,  his  heirs  or  assigns,  upon  the  following  trusts,  that  is  to  say,  that 
in  case  the  Richmond  and  Miami  Railroad  Company  shall  fail  to  pay 
the  principal,  or  any  part  thereof,  or  any  of  the  interest  on  said  bonds 
at  any  time  when  the  same  may  become  due  and  payable  according  to 
the  tenor  thereof  when  demanded,  then  after  sixty  days  from  such 
default  upon  request  of  the  holder  of  such  bond,  the  said  George  Car¬ 
lisle,  his  heirs  or  assigns,  shall  and  may  enter  into  and  take  possession 
of  all,  or  any  part  of  said  premises,  and  as  the  attorney  or  attorneys  in 
fact,  or  agent  or  agents  of  the  said  Richmond  and  Miami  Railroad  Com¬ 
pany,  by  himself  or  themselves  or  agents,  or  substitutes  duly  consti¬ 
tuted,  have,  use,  and  employ  the  same,  making  from  time  to  time  all 
needful  repairs,  alterations  and  additions  thereto;  and  after  deducting 
the  expenses  of  such  use,  repairs,  alterations  and  additions  thereto, 
apply  the  proceeds  thereof  to  the  payment  of  the  principal  and  interest 
of  all  said  bonds  remaining  unpaid,  or  the  said  George  Carlisle,  his 
heirs  or  assigns,  at  his  or  their  discretion  may,  on  the  written  request 
of  the  holders  of  at  least  one-half  of  the  bonds  then  unpaid  and  uncon¬ 
verted  into  stock,  shall  cause  the  said  premises  or  so  much  thereof  as 
shall  be  necessary  to  pay  and  discharge  the  principal  and  interest  of  all 
such  of  said  bonds  as  may  then  be  unpaid  and  unconverted  as  aforesaid, 
to  be  sold  at  public  auction,  in  the  city  of  Cincinnati,  giving  at  least 
forty  days’  notice  of  the  time,  place,  and  terms  of  such  sale  and  of  the 
specific  property  to  be  sold,  by  publishing  the  same  in  at  least  one 
newspaper  of  good  circulation  in  each  of  the  cities  of  Boston,  New 
York,  Philadelphia,  Cincinnati  and  Richmond,  and  shall  execute  to  the 
purchaser  or  purchasers  thereof,  a  good  and  sufficient  deed  of  convey¬ 
ance  in  fee  simple  for  the  same,  which  shall  be  a  bar  against  the  said 
Richmond  and  Miami  Railroad  Company,  their  successors  and  assigns, 
and  all  persons  claiming  under  them  of  all  right,  interest  or  claim  in 
or  to  said  premises  or  any  part  thereof,  and  the  said  George  Carlisle, 
his  heirs  or  assigns,  shall  after  deducting  from  the  proceeds  of  said  sale, 
the  costs  and  expenses  of  managing  such  property  and  of  such  sale, 
apply  so  much  of  the  proceeds  as  may  be  necessary  to  the  satisfaction  and 
payment  of  said  principal  and  interest  due  or  unpaid  on  said  bonds, 
and  shall  restore  the  residue  thereof  to  the  said  Richmond  and  Miami 
Railroad  Company,  their  successors  and  assigns,  it  being  hereby  ex¬ 
pressly  understood  that  in  no  case  shall  any  claim  or  advantage  be 
taken  of  any  valuation,  appraisement  or  extension  laws  by  the  said 
Richmond  and  Miami  Railroad  Company,  their  successors  or  assigns, 
nor  shall  any  injunction,  or  stay  of  proceedings,  or  any  process  be 
applied  for,  or  obtained  by  them  to  prevent  such  entry,  or  sale,  as 
aforesaid. 

And  the  aforesaid  Richmond  and  Miami  Railroad  Company  hereby 
covenants  that  all  money  borrowed  for  the  purpose  aforesaid,  upon 


8lO  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

the  security  of  any  of  the  said  bonds,  shall  be  faithfully  applied  with 
due  diligence  in  the  construction  and  equipment  of  said  railroad,  and 
it  is  hereby  mutually  agreed,  and  these  presents  are  upon  this  express 
condition,  that,  on  payment  of  the  principal  and  interest  of  said  bonds, 
or  the  conversion  thereof  into  stock,  in  manner  aforesaid,  the  estate 
hereby  granted  shall  be  void,  and  the  right  to  the  premises  hereby  con¬ 
veyed  shall  revert  and  revest  in  the  said  Richmond  and  Miami  Railroad 
Company,  their  successors  and  assigns,  without  the  acknowledgment  of 
satisfaction,  reconveyance,  re-entry  or  other  act;  and  it  is  also  further 
agreed,  that  the  said  George  Carlisle,  his  heirs  or  assigns,  shall  only  be 
accountable  for  reasonable  diligence  in  the  management  thereof,  and 
shall  not  be  responsible  for  the  acts  of  any  agent  employed  by  him  or 
them,  when  such  agent  is  selected  with  reasonable  discretion,  and  that 
he  or  they  shall  receive  and  be  entitled  to  receive  proper  compensation 
for  every  labor  or  service  performed  in  the  discharge  of  the  trust 
aforesaid,  in  case  he  shall  be  compelled  to  take  possession  of  said 
premises,  or  any  part  thereof,  or  to  manage  the  same;  and  it  is  further 
agreed,  that  in  case  of  the  death  of  the  said  George  Carlisle,  his  heirs 
and  assigns,  the  said  Richmond  and  Miami  Railroad  Company  shall  or 
on  default  to  take  proceedings  therefore  for  thirty  days,  the  holders  of  a 
majority  of  said  bonds  may  apply  to  any  court  of  chancery  in  Wayne 
county,  Indiana,  to  appoint  one  or  more  trustees  to  supply  his  or 
their  place,  and  thereupon  such  new  trustee,  or  trustees,  shall  become 
vested,  for  the  purposes  aforesaid,  with  all  the  rights  and  interest  hereby 
conveyed  to,  or  vested  in,  the  said  George  Carlisle,  his  heirs  or  assigns, 
without  any  further  assurance  or  conveyance  for  the  same;  but  if  the 
same  shall  be  necessary,  both  or  either  of  the  parties  hereto  shall  execute 
any  necessary  releases  or  conveyances  for  these  purposes. 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused  their 
corporate  seal  to  be  hereunto  affixed  and  their  name  to  be  subscribed 
by  John  H.  Hutton,  their  president,  and  countersigned  by  their  secre¬ 
tary,  on  the  day  and  year  first  above  written. 

The  Richmond  and  Miami  Railroad  Company, 

By  JOHN  H.  HUTTON,  President. 
STEPHEN  R.  WIGGINS,  Secretary. 

Signed,  sealed  and  delivered  in  the  presence  of 
SAML.  F.  FLETCHER, 

G.  W.  BARNES. 

Acknowledged  before  William  P.  Benton,  notary  public,  Wayne  county, 
Indiana,  November  I,  1852. 

The  mortgage  of  which  the  above  is  a  true  copy  has  been  duly 
recorded  in  the  office  of  the  recorder  of  the  county  of  Wayne,  in  which 
said  road  is  established,  and  said  mortgage  has  been  delivered  to  me 
this  second  day  of  November,  eighteen  hundred  and  fifty-two,  for  the 
purposes  therein  specified. 

GEORGE  CARLISLE,  Trustee. 

Recorded,  Wayne  county,  Indiana,  November  13,  1852,  mortgage  book 
No.  4,  page  180. 


CORPORATE  HISTORY. 


8ll 


MORTGAGE. 

Richmond  and  Miami  Railroad  Company  to  George  Carlisle. 

Trustee. 

Dated  January  i,  1854. 

Securing  $40,000  bonds  of  $1000  each,  dated  January  1,  1854,  payable 
January  1,  1864,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  first  day  of  January  in  the  year  of  our  Lord 
one  thousand  eight  hundred  and  fifty-four,  between  the  Richmond  and 
Miami  Railroad  Company,  a  corporation  duly  constituted  as  such  by 
the  laws  of  the  state  of  Indiana,  of  the  first  part,  and  George  Carlisle  of 
the  city  of  Cincinnati,  of  the  second  part,  witnesseth:  That  whereas,  the 
said  Richmond  and  Miami  Railroad  Company,  pursuant  to  the  terms  of 
the  statutes  of  the  said  state  of  Indiana,  incorporating  them,  are  engaged 
in  constructing  a  railroad  from  Richmond  to  the  east  line  of  said  state, 
to  connect  at  the  said  state  line  with  the  Eaton  and  Hamilton  Railroad, 
in  accordance  with  the  written  agreement  between  said  companies,  have 
resolved  to  raise  money  by  loan  to  an  amount  not  exceeding  $40,000, 
and  in  order  to  secure  the  payment  thereof  have  executed  forty  bonds, 
for  the  sum  of  $1000  each,  payable  on  the  1st  day  of  January  in  the  year 
of  our  Lord  one  thousand  eight  hundred  and  sixty-four,  at  the  Bank  of 
America  in  the  city  of  New  York,  and  bearing  interest  at  the  rate  of 
seven  per  cent,  per  annum,  payable  semi-annually  on  the  first  days  of 
January  and  July  in  each  year,  at  the  same  place,  according  to  the  tenor 
and  effect  of  interest  warrants  attached  to  each  of  said  bonds  which  bear 
even  date  herewith  and  are  drawn  payable  to  said  George  Carlisle  or 
bearer  and  are  to  be  on  an  equality  so  far  as  regards  security  for  the 
repayment  thereof  by  these  presents;  and  the  holder  of  each  of  said 
bonds  shall  be  entitled  at  any  time  within  five  years  from  the  date  thereof 
to  receive  in  exchange  therefor  $1000  at  the  par  value  thereof  in  the 
capital  stock  of  said  company  upon  the  surrender  thereof  and  the  inter¬ 
est  warrants  therein  that  shall  not  have  become  payable  at  the  time  of 
such  surrender. 

Now,  therefore  this  indenture  witnesseth,  that  the  said  Richmond  and 
Miami  Railroad  [Company],  in  order  to  secure  the  payment  of  said  bonds 
and  interest  and  in  consideration  of  the  sum  of  $1.00  to  them  paid  at  the 
sealing  and  delivery  hereof  by  the  said  George  Carlisle,  the  receipt  whereof 
is  hereby  acknowledged,  have  granted,  bargained,  sold,  transferred  and 
conveyed,  and  by  these  presents  do  grant,  bargain,  sell,  transfer  and 
convey  to  the  said  George  Carlisle,  his  heirs  and  assigns,  all  the  present 
and  in  future  to  be  acquired  property  of  the  said  Richmond  and  Miami 
Railroad  Company  in  their  road  from  Richmond  to  the  east  line  of  the 
state  of  Indiana,  including  the  right  of  way  and  land  occupied  thereby 
from  Richmond  to  said  state  line  as  aforesaid,  with  the  appurtenances  and 
all  rail  and  other  materials  used  thereon,  or  procured  therefor,  bridges, 
viaducts,  culverts,  depot  grounds  and  buildings  thereon,  and  all  rights 
therein,  tools  and  incomes  and  any  rights  thereto  of  interest  therein, 
together  with  the  tolls,  or  income  to  be  had  or  levied  therefrom,  and 


812  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

all  franchises,  rights  and  privileges  of  the  said  Richmond  and  Miami 
Railroad  Company  of,  in,  to,  or  concerning  the  same,  to  have  and  to 
hold  the  said  premises  and  every  part  thereof,  with  the  appurtenances, 
unto  the  said  George  Carlisle,  his  heirs  or  assigns,  upon  the  following 
trusts,  that  is  to  say,  that  in  case  the  Richmond  and  Miami  Railroad 
Company  shall  fail  to  pay  the  principal,  or  any  part  thereof,  or  any  part 
of  the  interest  on  said  bonds,  at  any  time  when  the  same  become  due  and 
payable  according  to  the  tenor  thereof  when  demanded,  then  after  sixty 
days  from  such  default,  upon  the  request  of  the  holder  of  such  bond,  the 
said  George  Carlisle,  his  heirs  or  assigns,  shall  and  may  enter  into’ and 
take  possession  of  all,  or  any  part  of  said  premises,  and  as  the  attorney 
°r.  attorneys  in  fact,  or  agent  or  agents,  of  the  said  Richmond  and 
Miami  Railroad,  by  himself  or  themselves,  or  agents,  or  substitutes  duly 
constituted,  have,  use  and  employ  the  same  making  from  time  to  time  all 
needful  repairs,  alterations  and  additions  thereto,  and  after  deducting  the 
expenses  of  such  use,  repairs,  alterations  and  additions  thereto,  apply 
the  proceeds  thereof  to  the  payment  of  the  principal  and  interest  of  all 
said  bonds  remaining  unpaid;  or  the  said  George  Carlisle,  his  heirs  or 
assigns,  at  his  or  their  discretion,  may,  or  on  the  written  request  of  the 
holders  of  at  least  one-half  of  the  bonds  then  unpaid  and  unconverted 
into  stock,  shall  cause  the  said  premises,  or  so  much  thereof  as  shall 
be  necessary  to  pay  and  discharge  the  principal  and  interest  of  all  such 
of  said  bonds  as  may  then  be  unpaid  and  unconverted  as  aforesaid,  to 
be  sold  at  public  auction  in  the  city  of  Cincinnati,  giving  at  least  forty 
days’  notice  of  the  time,  place  and  terms  of  such  sale,  and  the  specific 
property  to  be  sold  by  publishing  the  same  in  at  least  one  newspaper 
of  good  circulation  in  each  of  the  cities  of  Boston,  New  York,  Phila¬ 
delphia,  Cincinnati  and  Richmond,  and  shall  execute  to  the  purchaser 
or  purchasers  thereof  a  good  and  sufficient  deed  of  conveyance  in  fee 
simple  of  the  same  which  shall  be  a  bar  against  the  said  Richmond  and 
Miami  Railroad  Company,  their  successors  and  assigns,  and  all  persons 
claiming  under  them,  of  all  right,  interest  or  claim  in  or  to  said  premises 
or  any  part  thereof;  and  the  said  George  Carlisle,  his  heirs  or  assigns, 
shall,  after  deducting  from  the  proceeds  of  said  sale  the  costs  and  ex¬ 
penses  of  managing  such  property  and  of  such  sale,  apply  so  much  of 
the  proceeds  as  may  be  necessary  to  the  satisfaction  and  payment  of 
said  principal  and  interest  due  or  unpaid  on  said  bonds,  and  shall 
restore  the  residue  thereof  to  the  said  Richmond  and  Miami  Rail¬ 
road  Company,  their  successors  and  assigns,  it  being  hereby  expressly 
understood  that  in  no  case  shall  any  claim  or  advantage  be  taken 
of  any  valuation,  appraisement  or  extension  laws  by  the  said  Rich¬ 
mond  and  Miami  Railroad  Company,  their  successors  or  assigns,  nor 
shall  any  injunction  or  stay  of  proceedings,  or  any  process  be  ap¬ 
plied  for  or  obtained  by  them,  to  prevent  such  entry  or  sale  as  afore¬ 
said.  Said  railroad  is  subject  to  a  previous  mortgage  to  George  Carlisle 
for  $60,000,  bearing  seven  per  centum  interest  and  payable  in  ten  years; 
and  the  aforesaid  Richmond  and  Miami  Railroad  Company  hereby  cove¬ 
nants  that  all  money  borrowed  for  the  purpose  aforesaid,  upon  the 
security  of  any  such  bonds,  shall  be  fully  applied  with  due  diligence  in 


CORPORATE  HISTORY. 


813 


the  construction  and  equipment  of  said  railroad.  And  it  is  hereby 
mutually  agreed  and  these  presents  are  upon  this  express  condition,  that 
upon  the  payment  of  the  principal  and  interest  of  said  bonds,  or  the 
conversion  thereof  into  stock  in  the  manner  aforesaid,  the  estate  hereby 
granted  shall  be  void  and  the  rights  to  the  premises  hereby  conveyed 
shall  revert  and  revest  in  the  said  Richmond  and  Miami  Railroad  Com¬ 
pany,  their  successors  and  assigns,  without  the  acknowledgment  of 
satisfaction,  reconveyance,  re-entry  or  other  act;  and  it  is  also  further 
agreed  that  the  said  George  Carlisle,  his  heirs  or  assigns,  shall  only  be 
accountable  for  reasonable  diligence  in  the  management  thereof  and  shall 
not  be  responsible  for  the  acts  of  any  agent  employed  by  him  or  them, 
when  such  agent  is  selected  with  reasonable  discretion;  and  that  he  or 
they  shall  receive  and  be  entitled  to  receive  proper  compensation  for 

4 

every  labor  or  service  performed  in  the  discharge  of  the  trust  aforesaid,  in 
case  he  shall  be  compelled  to  take  possession  of  said  premises,  or  any 
part  thereof  or  to  manage  the  same;  and  it  is  further  agreed  that  in 
case  of  the  death  of  the  said  George  Carlisle,  his  heirs  and  assigns, 
the  said  Richmond  and  Miami  Railroad  Company  shall,  or  on  default  to 
take  proceedings  therefor  for  thirty  days,  the  holders  of  a  majority  of 
said  bonds  may  apply  to  any  court  of  chancery  in  Wayne  county, 
Indiana,  to  appoint  one  or  more  trustees  to  supply  his  or  their  place 
and  thereupon  such  new  trustee,  or  trustees,  shall  become  vested  for  the 
purposes  aforesaid  with  all  the  rights  and  interest  hereby  conveyed  to  or 
vested  in  the  said  George  Carlisle,  his  heirs  or  assigns,  without  any 
further  assurance,  or  conveyance  of  the  same;  but  if  the  same  shall  be 
necessary,  both  or  either  of  the  parties  hereto  shall  execute  any  neces¬ 
sary  release  or  conveyance  for  these  purposes. 

In  witness  whereof,  the  said  party  of  the  first  part  has  caused  their 
corporate  seal  to  be  hereunto  affixed  and  their  name  to  be  subscribed  by 
John  H.  Hutton,  their  president,  and  countersigned  by  their  secretary 
on  the  day  and  year  last  above  written. 

The  Richmond  and  Miami  Railroad  Company, 

By  JOHN  H.  HUTTON,  President. 

STEPHEN  R.  WIGGINS,  Secretary. 

Signed,  sealed  and  delivered  in  the  presence  of 
SAMUEL  F.  FLETCHER, 

GEORGE  W.  BARNES. 

Acknowledged  before  H.  B.  Payne,  notary  public,  Wayne  county, 
Indiana,  January  1,  1854. 

The  mortgage  of  which  the  above  is  a  true  copy  has  been  duly  re¬ 
corded  in  the  office  of  the  recorder  of  the  county  of  Wayne,  in  which 
said  road  is  established  and  said  mortgage  has  been  delivered  to  me 
this  1st  day  of  January,  1854,  for  the  purposes  therein  specified. 

GEORGE  CARLISLE,  Trustee. 

Recorded,  Wayne  county,  Indiana,  February  11,  1854,  Mortgage  Re¬ 
cord  No.  4,  page  650. 


8l4  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


RICHMOND  AND  MIAMI  RAILWAY  COMPANY.1 


CERTIFICATES  OF  ORGANIZATION. 


The  state  of  Indiana:  ss. 


The  undersigned,  John  Hunt,  by  virtue  of  a  decree  of  the  Wayne 
circuit  court  made  in  a  complaint  filed  in  said  court  to  foreclose  and 
sell  the  line  of  railway  formerly  known  as  the  Richmond  and  Miami 
Railroad,  having  purchased  said  line  of  railway  extending  from  its  ter¬ 
minus  at  and  in  the  city  of  Richmond  in  the  county  of  Wayne  to  the  line 
dividing  the  states  of  Indiana  and  Ohio  in  the  direction  of  Eaton,  Ohio, 
all  in  said  county  of  Wayne,  together  with  the  right  of  way,  iron  rails,, 
bridges,  culverts,  side  tracks,  turnouts,  depot  grounds,  station  houses, 
freight  depots,  engine  houses,  shops  and  all  grounds  on  which  the  same 
are  situate,  and  thereunto  belonging  and  appertaining,  machinery,  sta¬ 
tionary  and  locomotive  engines,  freight  and  passenger  cars  and  other 
rolling  stock,  and  being  desirous  of  organizing  a  distinct  corporation  for 
the  purpose  of  owning  and  operating  and  maintaining  said  line  of  rail¬ 
way,  machinery  and  rolling  stock  under  the  act  of  the  General  Assembly 
of  the  state  of  Indiana  in  such  cases  made  and  provided.  I  having  sold 
said  railway,  machinery,  rolling  stock,  grounds,  buildings  and  side  tracks 
to  John  S.  Newman  but  not  having  conveyed  the  same  to  him,  therefore 
I  and  said  Newman  jointly  and  separately  do  hereby  create  a  capital 
stock  of  one  hundred  thousand  dollars,  composed  of  two  thousand 
shares  of  fifty  dollars  each  of  said  new  corporation  which  we  assume  and 


name  the  Richmond  and  Miami  Railroad  Company  and  appoint  the 
following  named  persons,  viz:  John  Hunt,  John  S.  Newman,  Samuel 
Hannah,  H.  G.  Carey,  William  S.  T.  Morton,  David  Commons,  Wil¬ 
liams  Petty,  John  T.  White,  Omar  Newman,  Jesse  P.  Siddall,  Charles  H. 
Burchenal,  William  A.  Bradshaw  and  Walter  Newman,  a  board  of  direc¬ 
tors  for  the  said  Richmond  and  Miami  Railway  Company,  to  serve  as 
such  until  their  successors  are  duly  elected  and  sworn  into  office  pursuant 
to  the  original  charter  of  said  Richmond  and  Miami  Railroad  Company, 
and  any  and  all  acts  amendatory  thereof  which  charter  and  acts  amenda¬ 
tory  thereto  are  hereby  adopted  as  the  charter  of  the  new  and  distinct  cor¬ 
poration  of  the  Richmond  and  Miami  Railway  Company. 

In  testimony  whereof  we  have  set  our  hands  this  30th  day  of  April 
A.  D.  1862. 


JOHN  HUNT, 

JOHN  S.  NEWMAN. 

Recorded  May  28,  1862,  misc.  records,  Wayne  county,  vol.  1,  page  62. 

At  a  meeting  of  the  board  of  directors  of  the  Richmond  and  Miami 
Railway  Company  May  27,  1862.  It  was  ordered  that  the  secretary  file- 
a  statement  in  the  recorder’s  office  of  Wayne  county  for  record,  certify¬ 
ing  that  the  Richmond  and  Miami  Railroad  was  sold  by  virtue  of  a 
decree  of  the  Wayne  circuit  court,  on  the  tenth  day  of  February,  1862 
and  purchased  by  John  Hunt  and  by  him  resold  to  John  S.  Newman* 
that  said  road  extends  from  its  terminal  point  in  the  city  of  Richmond 


1  See  page  135. 


CORPORATE  HISTORY. 


815 


to  the  state  line  dividing  the  states  of  Indiana  and  Ohio  in  the  direction 
of  Eaton,  Ohio,  and  that  said  John  Hunt  and  John  S.  Newman  jointly 
and  separately  on  the  30th  day  of  April,  1862,  organized  a  distinct  cor¬ 
poration  for  the  purpose  of  owning,  operating  and  maintaining  said 
line  of  railway,  machinery  and  rolling  stock,  and  created  a  capital  stock 
of  one  hundred  thousand  dollars,  composed  of  two  thousand  shares  of 
fifty  dollars  each,  and  assumed  the  corporate  name  of  the  Richmond  and 
Maimi  Railway  Company  and  appointed  a  board  of  thirteen  directors  to 
hold  their  offices  until  the  regular  annual  election  of  directors  under  the 
charter  and  amendments  thereto  of  the  Richmond  and  Miami  Railroad 
Company,  and  that  said  capital  stock  is  held  by  the  directors  thereof, 
to  wit:  John  Hunt,  John  S.  Newman,  Samuel  Hannah,  H.  G.  Carey, 
William  S.  T.  Morton,  David  Commons,  Williams  Petty,  Omar  New¬ 
man,  John  T.  White,  Jesse  P.  Siddall,  Charles  H.  Burchenal,  William 
A.  Bradshaw,  and  Walter  Newman,  and  that  said  board  have  elected 
John  S.  Newman,  president  thereof,  Omar  Newman,  secretary  thereof, 
and  Samuel  Hannah,  treasurer  thereof. 

Attest.  JOHN  S.  NEWMAN,  President. 

OMAR  NEWMAN,  Secretary. 

Recorded  May  28,  1862,  in  miscellaneous  records  of  Wayne  county, 
Indiana.  No.  1,  pages  63  and  64. 


DEED. 

John  F.  Kibbey,  Commissioner,  to  John  Hunt. 

Dated  February  12,  1862. 

Conveying  railroad,  properties,  franchises,  etc.,  of  the  portion  of  railroad 
of  the  Eaton  and  Hamilton  Railroad  Company  between  Richmond, 
Indiana,  and  the  state  line  of  Indiana  and  Ohio,  which  was  originally 
the  railroad  of  the  Richmond  and  Miami  Railroad  Company.1 
Whereas,  John  Hunt,  Henry  Salsbury,  et  al.  did.  on  the  day  of 
1859,  file  their  complaint  in  the  Wayne  circuit  court  against 
the  Eaton  and  Hamilton  Railroad  Company  et  al.  to  recover  judgment 
on  certain  bonds  held  by  them,  which  bonds  are  described  in  said  com¬ 
plaint  and  to  foreclose  a  mortgage  executed  by  the  Richmond  and 
Miami  Railroad  Company  to  secure  the  payment  of  said  bonds,  a  copy 
of  which  mortgage  is  filed  with  and  made  a  part  of  said  complaint. 

And  whereas,  such  proceedings  were  afterwards  had  thereon,  that 
said  court  on  the  fifth  (5th)  day  of  February,  1861,  made  the  following 
decree,  to  wit: 

“  State  of  Indiana,  Wayne  county,  ss: 

John  Hunt  et  al.  J 

vs.  >  Foreclosure. 

The  Eaton  and  Hamilton  Railroad  Company.  J 

Be  it  remembered  that  on  the  5th  day  of  February,  A.  D.  1861,  the 
same  being  the  second  judicial  day  of  the  Wayne  circuit  court,  at  its 


l  The  decree  of  sale  of  the  Richmond  and  Miami  Railroad  and  the  decree  of  confirmation  of  sale 
are  recited  in  full  in  this  deed. 


8l6  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

spring  term,  1861,  on  the  final  hearing  of  the  above  entitled  cause,  the 
court  find  that  the  Richmond  and  Miami  Railroad  Company  was  origi¬ 
nally  chartered  and  organized  under  the  laws  of  the  state  of  Indiana  to 
consti  net  and  maintain  a  railroad  from  the  city  of  Richmond,  in  the 
county  of  Wayne  and  state  aforesaid  to  the  Ohio  state  line,  and  another 
company,  incorporated  by  the  laws  of  the  state  of  Ohio,  was  organized 
to  construct  a  railroad  connecting  with  the  Richmond  and  Miami  Rail¬ 
road  at  the  state  line  aforesaid  and  extending  thence  to  the  banks  of  the 
Great  Miami  river  in  the  county  of  Butler  and  state  of  Ohio,  under  the 
name  of  the  Eaton  and  Hamilton  Railroad  Company;  that  on  the  21st 
day  of  November,  A.  D.  1854,  the  said  two  incorporated  companies,  under 
the  authority  of  the  laws  of  the  states  of  Ohio  and  Indiana,  agreed 
together  in  writing  to  consolidate  the  said  corporate  bodies  under  one 
corporation  under  the  name  of  the  “Eaton  and  Hamilton  Railroad 
Company,  ’  and  to  transfer  to  the  new  company  all  of  the  property  of 
the  two  original  companies  and  to  merge  the  two  said  companies  with 
their  corporate  stock  and  property  into  our  company  with  the  name 
aforesaid  which  was  accordingly  done  by  written  contract  of  that  date, 
to  take  effect  the  first  day  of  December,  A.  D.  1854*  and  from  thence 
hitherto  the  said  new  company  has  held  and  still  holds  all  of  the  prop¬ 
erty  of  said  companies,  the  new  company  having  assumed  and  being 
legally  responsible  for  the  debts  of  both  of  the  old  companies,  the  Ohio 
portion  of  the  road  being  about  six-sevenths  of  the  whole  road,  and  the 
Indiana  portion  about  one-seventh  of  the  whole  road.  But  as  said  con¬ 
solidation  did  not  take  place  till  after  the  mortgages  and  bonds  here¬ 
after  referred  to  were  executed  and  negotiated,  and  as  the  holders  and 
owners  of  said  bonds  as  such  were  not  parties  to  that  contract,  their 
rights  and  equities  are  not  prejudiced  thereby,  the  parties  to  this  suit 
have  set  up  the  following  mortgages  and  trust  liens  on  said  railroad, 
and  claim  that  they  are  valid  liens,  copies  of  said  mortgages  and  deeds 
of  tiust  being  exhibited  and  filed  in  the  case,  are  referred  to  and 
taken  as  a  part  of  the  decree  for  more  full  particulars  than  any  herein 
expressed. 

The  court  finds  that  the  following  mortgages  and  deeds  of  trust  have 
been  duly  executed  by  the  said  Richmond  and  Miami  Railroad  Company, 
and  duly  recorded  in  the  county  of  Wayne  and  state  of  Indiana,  and 
are  valid  liens  on  said  last  mentioned  road,  and  all  and  singular  of  the 
property  belonging  to  said  road  as  hereafter  stated;  that  is  to  say:  The 
mortgage  to  George  Carlisle  of  the  city  of  Cincinnati,  Ohio,  dated  the 
first  day  of  November  in  the  year  of  our  Lord  one  thousand  eight 
hundred  and  fifty-two,  to  secure  the  payment  of  sixtv  bonds  of  one 
thousand  dollars  each,  payable  at  the  bank  of  America  in  the  city  of 
New  Tork,  on  the  first  day  of  November  in  the  year  of  our  Lord  one 
thousand  eight  hundred  and  sixty-two,  with  interest  at  seven  per  cent, 
per  annum,  payable  half-yearly  at  the  same  place  on  the  first  days  of 
May  and  November  in  each  year,  this  mortgage  grants  to  the  said 
George  Carlisle  in  trust  for  the  holders  of  said  bonds,  all  the  present  and 
future  to  be  acquired  property  of  the  said  Richmond  and  Miami  Railroad 
Company  on  the  road  from  Richmond  to  the  east  line  of  the  state  of 
Indiana,  including  the  right  of  way  and  land  occupied  thereby  from 


CORPORATE  HISTORY. 


817 


Richmond  to  the  state  line  as  aforesaid  with  superstructure,  and  all 
rail  and  other  materials  used  therein  or  procured  therefor,  bridges, 
viaducts,  culverts,  depot  grounds  and  buildings  erected  thereon,  and  all 
rights  therein,  tolls,  and  incomes  and  any  right  thereto  or  interest 
therein,  together  with  the  tolls  or  incomes  to  be  had  or  levied  therefrom, 
and  all  franchises,  rights  and  privileges  of  the  said  Richmond  and 
Miami  Railroad  Company  of,  in,  to,  or  concerning  the  same,  and  by 
failing  to  pay  the  interest  on  said  bonds  as  hereinafter  stated  the  said 
mortgage  has  become  absolute  in  law,  and  the  holders  of  said  bonds  by 
the  statutes  of  this  state  are  entitled  to  a  foreclosure  of  the  equity  of 
redemption  in  said  mortgage  and  a  sale  of  said  mortgaged  premises 
or  so  much  thereof  as  may  be  necessary  to  pay  and  satisfy  their  said 
debts  and  interest  secured  thereby.  This  mortgage  is  the  first  and  best 
lien  on  the  property  aforesaid  and  covered  by  it,  but  is  subject  to  the 
equitable  right  of  the  mortgagors  or  any  subsequent  grantee  or  any 
other  holder  of  a  lien  acquired  before  this  suit  was  commenced,  to  re¬ 
deem  or  postpone  the  sale  of  said  property  by  paying  the  said  bond¬ 
holders  all  of  the  interest  and  exchange  due,  and  thereafter  to  continue 
to  pay  the  same  as  it  falls  due,  and  said  principal  debt  with  interest  and 
exchange  at  its  maturity. 

2nd.  The  mortgage  and  deed  of  trust  by  the  said  Richmond  and 
Miami  Railroad  Company,  dated  the  first  day  of  January,  one  thousand 
eight  hundred  and  fifty-four,  to  the  aforesaid  George  Carlisle,  trustee, 
to  secure  the  payment  of  forty  bonds  of  that  date  for  one  thousand  dol¬ 
lars  each,  issued  by  the  said  railroad  company,  payable  to  the  said 
George  Carlisle  or  bearer  at  the  bank  of  America  in  the  city  of  New 
York,  on  the  first  day  of  January,  one  thousand  eight  hundred  and 
sixty-four,  together  with  interest  warrants  thereto  attached  for  the 
interest  on  said  bonds  at  the  rate  of  seven  per  cent,  per  annum,  payable 
half-yearly  at  the  same  place  on  the  first  days  of  January  and  July  in 
each  year.  This  deed  vests  in  said  grantees  in  trust,  for  the  purpose 
therein  mentioned  the  property  therein  described  of  said  railroad  com¬ 
pany,  but  subject  to  said  prior  mortgage  to  George  Carlisle,  trustee,  etc., 
and  that  both  of  said  mortgages  and  all  of  the  bonds  waive  the  benefit 
of  valuation  and  appraisement  laws. 

3rd.  That  Robert  Morrison  on  the  10th  day  of  August,  i860,  in  the 
Wayne  circuit  court,  received  a  judgment  against  said  company  for 
thirteen  thousand  seven  hundred  and  sixty-three  dollars  and  fifty-six 
cents  on  a  promissory  note  given  by  the  said  Richmond  and  Miami 
Railroad  Company  to  Stephen  R.  Wiggins,  and  endorsed  as  follows: 
“  Stephen  R.  Wiggins,”  “  Benjamin  Stratton,”  “  Jno.  H.  Hutton,”  “  W. 
W.  Lynde”  “Lewis  Burke,”  “James  Neal,”  “Daniel  P.  Wiggins,” 
“Cornelius  Ratcliff,”  “James  L.  Morrison,”  and  “William  Edwards.” 
That  the  consideration  of  said  note  was  money  borrowed  by  said 
endorsers  who  were  then  the  directors  of  said  Richmond  and  Miami 
Railroad  Company  in  their  individual  capacities,  and  upon  which  they 
were  individually  liable,  and  expended  by  them  as  president  and  direc¬ 
tors  of  said  company  in  the  construction  of  said  road  and  the  erection 
of  depots  at  Richmond,  that  said  judgment  is  a  valid  lien  upon  said 
road,  but  subject  to  the  mortgage  liens  aforesaid  and  that  said  money 
52 


8l8  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


was  expended  as  aforesaid  before  the  said  consolidation  with  the  Eaton 
and  Hamilton  Railroad  Company;  that  on  the  14th  day  of  August,  i860, 
for  a  valuable  consideration  the  said  Robert  Morrison  assigned  said 
judgment  to  the  atoresaid  endorsers  of  said  note  who  are  the  present 
owners  of  the  same,  and  that  said  judgment  is  without  relief  from  the 
valuation  and  appraisement  laws. 

And  the  court  fuither  finds  that  of  the  forty  of  the  said  second  mort* 
gage  bonds  only  three  were  sold  and  absolutely  disposed  of,  thirty-four 
of  them,  ho.  inclusive,  are  held  by  John  H.  Hutton,  trustee,  as 

collateral  security  to  indemnify  him  and  his  co-endorsers  of  the  said 
Morrison  note,  against  payment  of  the  same  and  the  remaining  three  are 
now  held  and  owned  by  the  said  consolidated  company.  Of  the  said 
second  bonds  absolutely  sold  Mary  E.  Haines  owns  one  and  Elijah 
Harvey  two.  The  court  further  finds  that  before  the  commencement 
of. the  suit,  to  wit:  on  the  day  of  1859,  the  plaintiffs  afore¬ 

said,  holding  a  majority  of  said  first  mortgage  bonds,  by  their  duly 
constituted  attorney,  notified  the  aforesaid  trustee,  George  Carlisle,  of  the 
default  of  the  said  company  in  the  payment  of  interest,  and  requested 
him  in  writing  to  proceed  to  execute  the  trust  confided  to  him  by  first 
mortgage,  etc.,  which  he  declined  to  do  and  afterwards,  to  wit,  on  the 
day  of  l86o,  when  this  case  was  called  for  trial,  the  said 

trustee  in  open  court  resigned  the  aforesaid  trust  and  declined  to  act 
further  4n  the  discharge  of  the  same,  which  resignation  was  taken  under 
advisement  by  the  court  and  afterward  at  the  close  of  the  argument 
accepted  by  the  court.  The  court  further  finds  that  said  mortgaged 
premises  are  not  susceptible  of  division  without  a  manifest  loss  to  all 
parties  in  interest.  The  court  further  finds  that  the  sums  due  on  said 
debts  secured  by  said  several  mortgages  and  deeds  of  trust  with  interest 
on  the  bonds  calculated  up  to  the  first  of  November,  i860,  with  interest 
on  said  interest  at  6  per  cent,  calculated  up  to  the  fourth  day  of  Febru¬ 
ary,  1861,  and  exchange  are  as  follows: 


First  to  John  Hunt,  who  is  the  holder  of  thirty-two 
of  said  first  mortgage  bonds,  due  first  of  November, 

A.  D.  1862  . $32,000  00 

Interest  due  May  1,  185 8  .  1,120  00 

on  the  same  to  February  4,  1861,  at  6  per  cent.  185  36 

due  November  1,  1858  .  l  l20  ^ 

on  the  Int.  to  February  4,  1861 .  76 

due  May  1,  1859  .  1,120  00 

on  the  same  to  February  4,  1861 .  j  jg 

due  November  1,  1859  .  1,120  00 

due  on  the  same  Feb.  4,  1861  .  84  56 

due  May  1,  i860  . .  1,120  00 

on  the  same  to  Feb.  4,  1861  .  So  96 

due  Feb.  1,  i860  .  1,120  00 

on  the  same  Feb.  4,  1861  .  17  36 

Exchange  at  ^  per  cent .  3g  g4 


$7,364  80 


CORPORATE  HISTORY. 


Second  to  Andrew  Foster,  who  is  the  owner  of  three  of 
the  said  first  mortgage  bonds,  principal  debt  due 


November  i,  1862  .  $3,000  00 

Interest  due  November  1,  1857 .  105  00 

on  the  same  Feb.  4,  1861 .  20  52 

due  May  1,  1858  .  105  00 

on  the  same,  Feb.  4,  1861  .  17  37 

due  Nov.  1,  1858  .  105  00 

on  the  same,  Feb.  4,  1861 .  14  22 

due  May  1,  1859  .  105  00 

on  the  same  to  Feb.  4,  1861  .  11  07 

due  Nov.  1,  1859  .  105  00 

due  on  the  same,  Feb.  4,  1861  .  7  92 

due  May  1,  i860  .  105  00 

on  the  same,  Feb.  4,  1861  .  4  77 

due  Nov.  1,  1861  .  105  00 

due  on  the  same  to  Feb.  4,  1861 .  1  65 

Fxchange  at  Yz  per  cent .  4  06 


$816  58 

Third  to  Baldwin  and  Starr,  who  are  the  owners  of  five 
of  said  first  mortgage  bonds,  principal  debt  due 


Nov.  1,  1862  .  $5,000  00 

Interest  on  the  same  Feb.  4,  1857 .  175  00 

on  the  same  to  Feb.  4,  1861  .  34  20 

due  May  1,  1858  .  175  00 

on  the  same  to  Feb.  4,  1861 .  28  95 

due  November  1,  1858 .  175  00 

on  the  same  Feb.  4,  1861  .  23  70 

{i  due  May  1,  1859  .  175  00 

on  the  same  to  Feb.  4,  1861  .  18  45 

“  due  Nov.  1,  1859 .  i/5  00 

“  on  same  to  Feb.  4,  1861  .  13  20 

due  May  1,  i860  .  175  00 

on  the  same  to  Feb.  4,  1861  .  7  95 

due  Nov.  1,  i860 . 175  00 

on  the  same  to  Nov.  1,  i860 .  275  00 

Exchange  at  Y*  per  cent .  6  77 


'  $1,360  97 

Fourth  to  E.  C.  Bogert,  who  owns  one  of  said  first 

mortgage  bonds,  principal  debt  due  Nov.  1,  1862..  $1,000  00 


Interest  due  Nov.  1,  1857 .  35  00 

on  the  same  to  Feb.  4,  1861  .  6  84 

“  due  May  1,  1858  .  35  00 

on  the  same  to  Feb.  4,  1861  .  5  79 

“  due  Nov.  1,  1858  .  35  00 

on  the  same  Feb.  4,  1861 .  4  74 


820  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Interest  due  May  I,  1859 . $  35  00 

due  on  the  same  to  Feb.  4,  1861 .  2  64 

due  May  1,  i860 .  35  00 

on  the  same  to  Feb.  4,  1861 .  1  59 

due  Nov.  1,  i860 .  35  00 

on  the  same  to  Feb.  4,  1861  .  5  50 

Exchange  at  Y  per  cent .  1  35 


272  19 

Fifth  to  the  executors  Jared  Coffin,  deceased,  who  are 
the  owners  of  six  of  said  first  mortgage  bonds, 


principal  debt  due  Nov.  1,  1857 .  $6,000  00 

Interest  due  Nov.  1,  1857  .  210  00 

on  the  same  to  Feb.  4,  1867 .  41  04 

due  May  1,  1858  .  210  00 

due  on  the  same  to  Feb.  4,  1861 .  34  74 

due  Nov.  1,  1858 .  210  00 

on  the  same  to  Feb.  4,  1861 .  28  44 

due  May  1,  1859  .  210  00 

on  the  same  to  Feb.  4,  1861  .  22  14 

due  Nov.  1,  1859  .  210  00 

on  the  same  to  Feb.  4,  1861  .  15  84 

due  May  1,  i860 .  210  00 

on  the  same  to  Feb.  4,  1861  .  9  54 

due  Nov.  1,  i860 .  210  00 

on  the  same  Feb.  4,  1861  .  3  24 

Exchange  at  Y  per  cent .  8  12 


$1,633  10 

Sixth  to  Henry  Salsbury,  who  is  the  owner  of  10  of  said 
first  mortgage  bonds,  principal  debt  due  Nov.  1, 


1862  . • . $10,000  00 

Interest  due  Nov.  1,  1857 .  350  00 

on  the  same  to  Feb.  4,  1861 .  68  40 

due  May  1,  1858  .  350  00 

on  the  same  to  Feb.  4,  1861  .  57  90 

due  Nov.  1,  1858 .  350  00 

on  the  same  to  Feb.  4,  1861  .  47  40 

due  May  1,  1859  .  350  00 

on  the  same  to  Feb.  4,  1861  .  36  90 

due  Nov.  1,  1859 .  350  00 

due  on  the  same  to  Feb.  4,  1861 .  26  40 

due  May  1,  i860  .  350  00 

on  the  same  to  Feb.  4,  1861 .  15  90 

due  Nov.  1,  i860 .  350  00 

on  the  same  to  Feb.  4,  1861  .  5  55 

Exchange  at  Yz  per  cent .  13  54 


$2,721  99 


821 


CORPORATE  HISTORY. 

/ 

Seventh,  executors  of  C.  J.  Stedman,  deceased,  who 
are  the  owners  of  one  of  said  first  mortgage  bonds, 


principal  debt  due  Nov.  i,  1862  . $1,000  00 

Interest  due  Nov.  1,  1857 .  35  00 

on  the  same  Feb.  4,  1861  .  6  84 

due  May  1,  1858  .  35  00 

on  the  same  to  Feb.  4,  1861  .  5  79 

due  Nov.  1,  1858 .  35  00 

due  on  the  same  Feb.  4,  1861 .  4  74 

due  May  1,  1859  .  35  00 

on  the  same  to  Feb.  4,  1861 .  3  69 

due  Nov.  1,  1859  .  35  00 

on  the  same  to  Feb.  4,  1861  .  2  64 

due  May  1,  i860  .  35  00 

on  the  same  to  Feb.  4,  1861  .  1  59 

due  Nov.  1,  i860  .  35  00 

on  the  same  to  Feb.  4,  1861 .  55 

Exchange  at  K  per  cent .  1  35 


$272  18 

Eighth  to  the  free  academy  of  Norwich,  Conn.,  which 
is  the  owner  of  two  of  said  first  mortgage  bonds, 


principal  debt  due  Nov.  1,  1862  . $2,000  00 

Interest  due  Nov.  1,  1857  .  70  00 

on  the  same  to  Feb.  4,  1861  .  13  68 

due  on  the  first  of  May,  1858 .  70  00 

on  the  same  to  Feb.  4,  1861  .  11  58 

due  on  Nov.  1,  1858  .  70  00 

due  on  the  same  to  Feb.  4,  1861 .  9  48 

“  due  May  1,  1859  .  70  00 

due  on  the  same  Feb.  4,  1861 .  7  38 

due  Nov.  1,  1859  .  70  00 

on  the  same  to  Feb.  4,  1861 .  5  28 

“  ,  due  May  1,  i860  .  70  00 

on  the  same  to  Feb.  4,  1861  .  3  18 

“  due  Nov.  1,  i860  .  70  00 

on  the  same  to  Feb.  4,  1861  .  1  10 

Exchange  at  Yi  per  cent .  2  68 


$544  36 

Ninth  to  Elijah  Harvey,  who  is  the  owner  of  two  of 
said  second  mortgage  bonds,  principal  debt  due 


Jan.  1,  1864  .  $2,000  00 

Interest  due  July  1,  1856  .  7°  00 

on  the  same  Feb.  4,  1861  .  19  29 

due  Jan.  1,  1857  .  70  00 

on  the  same  to  Feb.  4,  1861  .  17  J9 

due  July  1,  1857  .  70  00 


822  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


Interest  on  the  same  to  Feb.  4,  1861. 

due  January  1,  1858  . 

on  the  same  to  Feb.  4,  1861. 

due  July  1,  1858  . 

on  the  same  to  Feb.  4,  1861 

due  Jan.  1,  1859  . 

on  the  same  to  Feb.  4,  1861 

due  July  1,  1859  . 

on  the  same  to  Feb.  4,  1861 

due  January  1,  i860  . 

on  the  same  to  Feb.  4,  1861 

due  July  1,  i860  . 

on  the  same  to  Feb.  4,  1861 

due  January  1,  1861  . 

on  the  same  to  Feb.  4,  1861  , 
Exchange  at  y2  per  cent . . 


15  59 
70  00 
12  99 
70  00 
10  89 
70  00 
8  79 
70  00 
6  69 
70  00 

4  59 
70  00 

2  49 
70  00 

39 

3  99 


Tenth  to  Mary  E.  Haines,  who  is  the  owner  of  one  of 
said  second  mortgage  bonds,  principal  debt  due 

Jan.  1,  1864  . 

Interest  due  July  1,  1856  . 

on  the  same  to  Feb.  4,  1861  . 

“  due  Jan.  1,  1857  . 

on  the  same  to  Feb.  4,  1861  . 

due  July  1,  1857  . 

on  the  same  to  Feb.  4,  1861  . 

due  Jan.  1,  1858  . 

on  the  same  to  Feb.  4,  1861  . 

“  due  July  1,  1858  . 

on  the  same  to  Feb.  4,  1861  . 

due  Jan.  1,  1859  . 

on  the  same  to  Feb.  4,  1861  . 

due  July  1,  1859  . 

on  the  same  Feb.  4,  1861  . 

due  Jan.  1,  i860  . 

on  the  same  Feb.  4,  1861  . 

due  July  1,  i860  . 

on  the  same  to  Feb.  4,  1861  . 

Exchange  at  y2  per  cent . 


$802  39 


$1,000  00 
35  00 
9  64 
35  00 
8  59 
35  00 
7  54 
35  00 
6  49 
35  00 
5  44 
35  00 
4  39 
.  35  00 

3  34 
35  00 
1  24 
35  00 
19 
1  99 


Eleventh.  To  John  H.  Hutton,  trustee,  as  aforesaid  and  who  holds 
thirty-four  of  said  second  mortgage  bonds,  principal  debt  due  January 
U  1864,  $34,000.00.  The  principal  of  the  interest  of  which  amounting  to 
$17,850  remains  yet  due  and  unpaid.  Said  court  further  finds  that  interest 
warrant  No.  on  each  of  said  first  mortgage  bonds  calling  for  $35 
each  will  be  due  on  the  first  day  of  May,  1861. 


CORPORATE  HISTORY. 


823 


Wherefore,  it  is  ordered  and  decreed  by  said  court,  that  said  plain¬ 
tiffs  do  severally  recover  of  the  Eaton  and  Hamilton  Railroad  Company 
the  several  sums  of  money  hereinbefore  found  to  be  due  them  upon 
overdue  interest  warrants  and  interest  thereon,  calculated  at  six  per  cent, 
and  exchange  calculated  at  Yz  of  one  per  cent.,  which  sums  are  as  follows, 
to-wit.  To  John  Hunt,  seven  thousand  three  hundred  and  sixty-four 
dollars  and  eighty  cents.  To  Andrew  Foster,  eight  hundred  and  sixty- 
four  dollars  and  eighty  cents.  To  Andrew  Foster,  eight  hundred  and 
sixteen  dollars  and  fifty-eight  cents.  To  said  Baldwin  and  Starr,  thirteen 
hundred  and  sixty  dollars  and  ninety-seven  cents.  To  said  Bogert,  two 
hundred  and  seventy-two  dollars  and  nineteen  cents.  To  executors  of 
Jared  Coffin,  deceased,  sixteen  hundred  and  thirty-three  dollars  and 
ten  cents.  To  Henry  Salsbury,  twenty  seven  hundred  and  twenty-one 
dollars  and  ninety-nine  cents.  It  is  further  ordered  and  decreed  by  the 
court  that  this  decree  shall  not  supersede  the  order  heretofore  made 
appointing  Ezekiel  W.  McGuire  a  receiver  of  the  road  described  in  said 
mortgages;  but  that  he  shall  continue  to  act  as  such  receiver  until  the 
further  ordering  of  the  court  without  being  required  to  give  a  new  bond 
or  to  take  a  new  oath  that  he  shall  pay  out  of  the  money  coming  out  of 
his  hands  due  the  portion  of  the  road  described  in  said  mortgage,  by 
virtue  of  a  decree  of  the  common  pleas  court  of  Butler  county  and  state 
of  Ohio  in  favor  of  Varnum  et  al.  vs.  Eaton  and  Hamilton  Railroad 
Company  up  to  the  first  day  of  January,  1861;  first,  the  costs  of  this 
suit;  second,  two  hundred  dollars  to  George  Carlisle  for  services  ren¬ 
dered  as  trustee  under  said  mortgages  and  two  hundred  dollars  to  the 
Hon.  John  C.  Wright  for  services  as  counsel  for  said  trustee;  and  third, 
the  sum  of  one  thousand  and  ninety  dollars  to  John  H.  Hutton  and  his 
co-endorsers  on  the  said  Morrison  debt,  and  the  balance  shall  be  paid 
to  the  said  holders  of  the  first  mortgage  bonds;  that  he  shall  continue 
to  collect  and  receive  from  the  said  Eaton  and  Hamilton  Railroad  Com¬ 
pany  the  one-seventh  part  of  the  net  earnings  of  the  whole  of  said  road, 
which  net  earnings  shall  be  ascertained  by  deducting  from  the  gross 
earnings  all  expenses  excepting  the  money,  used  for  the  purchase  of  new 
iron  rails,  the  cost  of  new  buildings  and  the  taxes  on  both  portions  of 
said  road;  that  out  of  the  net  earnings  so  received,  he  shall  purchase  new 
iron  sufficient  to  keep  the  Indiana  portion  of  said  road  in  safe  operating 
order,  and  pay  the  taxes  thereon  and  the  residue  shall  be  by  him  depos¬ 
ited  in  a  safe  and  solvent  bank  in  Richmond,  Indiana,  or  the  town  of 
Eaton,  Ohio,  and  there  held  by  him  subject  to  the  future  ordering  of 
the  court;  that  said  receiver,  in  addition  to  the  report  required  to  be 
made  by  the  order  of  appointment  heretofore  made,  shall  on  the  first 
Monday  in  August,  1861,  report  his  proceedings  under  oath  to  said 
court. 

It  is  further  ordered  and  adjudged  and  decreed  that  said  Eaton  and 
Hamilton  Railroad  Company  shall  pay  the  several  sums  of  money  herein 
found  to  be  due  on  the  said  first  mortgage  bonds,  together  with  the 
interest  warrants  to  become  due  and  to  enable  said  company  so  to  do,  the 
money  then  in  the  hands  of  the  receiver,  the  residue  being  paid  by  said 
railroad  company,  may  be  applied  in  payment  thereof,  and  if  the  same 
shall  be  so  paid,  then, 


824  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


It  is  further  ordered  and  decreed  by  said  court  that  said  railroad  com¬ 
pany  shall  pay  to  the  holders  of  said  first  mortgage  bonds  the  interest 
warrants  as  they  shall  severally  become  due,  which  fall  due  on  the  first 
day  of  November,  1861,  May  1st,  1862,  and  November  1st,  1862,  and  the 
principal  when  the  same  shall  become  due.  It  is  further  ordered  and 
decreed  that  if  the  said  Eaton  and  Hamilton  Railroad  Company  shall 
make  default  in  payment  of  the  said  sums  to  be  paid  on  the  first  day  of 
August,  1861,  or  shall  make  default  of  thirty  days  in  the  payment  of  the 
interest  warrants  and  principal  subsequently  falling  due,  then  the  said 
mortgaged  property  of  the  said  Richmond  and  Miami  Railroad  Com¬ 
pany  in  the  road  from  Richmond  to  the  east  line  of  the  state  of  Indiana, 
including  the  right  of  way  and  land  occupied  thereby  from  Richmond 
to  said  state  line  as  aforesaid  with  the  superstruction  and  all  rail  and 
other  materials  used  therein  or  procured  therefor,  bridges,  viaducts, 
culverts,  depot  grounds  and  buildings  erected  thereon,  and  all  rights 
therein,  tolls  and  incomes  and  any  rights  thereto  or  interest  therein, 
together  with  the  tolls  or  incomes  to  be  had  or  levied  therefrom,  and 
all  franchises,  rights  and  privileges  of  the  said  Richmond  and  Miami 
Railroad  Company  shall  be  sold,  provided  however,  that  if  that  portion 
of  the  Eaton  and  Hamilton  Railroad  situate  in  the  state  of  Ohio  shall, 
by  virtue  of  said  decree  in  favor  of  said  Joseph  B.  Varnum  and  others 
against  the  said  Eaton  and  Hamilton  Railroad  Company  in  the  court 
of  common  pleas  in  Butler  county,  Ohio,  be  offered  at  public  sale  prior 
to  the  first  day  of  August,  1861,  and  before  the  said  several  sums  so  due 
on  the  said  first  mortgage  bonds  hereinbefore  specified  shall  be  paid, 
then  in  that  case  the  said  road  and  premises  in  said  first  mortgage 
specified  and  their  appurtenances  and  all  right,  title  and  interest  of  the 
said  Eaton  and  Hamilton  Railroad  Company  in  and  to  the  same  shall 
be  advertised  and  sold  on  the  same  day  of  such  sale  of  the  Ohio  portion 
thereof  or  as  soon  thereafter  as  the  proper  notices  can  be  given  after  the 
commissioner  hereinafter  appointed  shall  receive  notice  that  the  Ohio 
portion  of  said  road  is  sold  or  advertised  for  sale.  And  provided  further 
that  in  the  event  of  the  payment  of  the  several  sums  so  found  due  on  the 
first  of  August,  1861,  whereby  said  mortgaged  premises  shall  not  be  re¬ 
quired  to  be  sold,  that  nothing  in  this  decree  shall  be  construed  to  change 
or  divert  the  one-fourth  of  the  one-seventh  of  the  net  earnings  and 
income  of  said  road  from  and  after  the  first  day  of  August,  1861,  from 
being  applied  to  the  payment  of  the  Morrison  debt  according  to  the 
said  decree  of  the  Butler  court  of  common  pleas  in  Ohio. 

It  is  further  ordered  and  decreed  that  if  the  said  Eaton  and  Hamilton 
Railroad  Company,  or  the  receiver  of  the  earnings  under  the  said  decree 
of  the  court  of  common  pleas  of  Butler  county,  Ohio,  shall  fail  or  refuse 
at  the  proper  time  under  said  decree,  to  pay  to  the  receiver  herein  ap¬ 
pointed  the  said  one-seventh  of  the  net  earnings  of  said  road,  it  shall  be 
the  duty  of  the  said  receiver  forthwith  to  take  actual  possession  of  the 
said  portion  of  said  road  in  Indiana  and  its  appurtenances  and  all  other 
property  conveyed  by  said  first  mortgage  and  use  and  run  the  same  to 
the  best  advantage  to  the  interest  of  the  said  bondholders. 

It  is  further  ordered  and  decreed  by  said  court  that  for  the 


pur- 


CORPORATE  HISTORY. 


825 


pose  of  executing  the  portion  of  this  decree  ordering  the  sale  of  said 
premises,  William  P.  Benton,  Esq.,  is  appointed  a  commissioner  to  sell 
the  same,  and  is  required  before  entering  upon  the  discharge  of  his 
duties  to  give  bail  in  the  sum  of  fifty  thousand  dollars,  conditioned  for 
the  faithful  discharge  of  his  duties  and  proper  application  of  the  proceeds 
of  said  sale  under  the  order  of  the  court  with  sureties  to  be  approved 
by  the  court. 

It  is  further  ordered  and  decreed  that  said  mortgaged  premises  shall 
be  sold  at  the  court  house  door  at  Centreville  in  said  county  of  Wayne, 
and  state  of  Indiana,  in  the  same  manner  that  real  estate  is  sold  upon 
execution,  excepting  that  in  addition  to  the  notice  required  by  law,  the 
said  notice  shall  be  published  in  some  newspaper  published  and  of  gen¬ 
eral  circulation  in  each  of  the  cities  of  New  York  and  Cincinnati  and  such 
sale  shall  be  to  the  highest  bidder  without  relief  from  valuation  or 
appraisement  laws.  The  proceeds  of  such  sale  shall  be  deposited  in  some 
safe  bank,  and  said  sale  shall  be  immediately  reported  to  this  court  if  in 
session,  and  if  not,  then  at  the  term  of  said  court  next  ensuing  said  sale, 
for  confirmation  and  approval,  and  the  proceeds  distributed  under  the 
order  of  said  court,  first,  pro  rata  to  first  mortgage  bondholders,  and 
second,  to  the  second  mortgage  bondholders. 

It  is  further  ordered  and  decreed  that  on  the  approval  and  confirma¬ 
tion  of  such  sale,  said  commissioner  shall  execute  to  the  purchaser  a 
deed  for  said  mortgaged  premises  and  after  said  sale  said  defendants  shall 
be  forever  barred  of  all  equity  of  redemption  of  said  premises;  in  the 
meantime  and  until  such  sale  shall  be  confirmed  by  the  court,  the 
receiver  shall  continue  to  receive  and  hold  the  one-seventh  of  the  net 
earnings  and  income  of  said  road,  subject  to  the  order  of  the  court. 

And  whereas,  the  said  court  afterwards,  to-wit  on  the  9th  day  of 
August,  1861,  made  the  following  supplemental  order  and  decree,  to-wit: 

And  it  is  further  ordered  by  the  court,  that  in  case  William  P.  Benton, 
the  commissioner  heretofore  appointed  by  the  court  to  make  a  sale  of 
the  property  described  in  said  first  mortgage,  in  pursuance  of  the  decree 
in  this  cause  heretofore  made  by  this  court,  shall  be  absent  or  other¬ 
wise  unable  to  discharge  his  duties  as  such  commissioner  at  the  time 
the  decretal  order  for  such  sale  shall  be  issued,  then  and  in  that  case, 
John  F.  Kibbey  is  hereby  appointed  to  and  instead  of  the  said  William 
P.  Benton,  and  clothed  with  the  same  powers  and  charged  with  the 
duties  and  bound  by  the  same  obligations  and  required  to  do  and  per¬ 
form  all  and  singular  the  same  duties. 

And  it  is  further  ordered  that  said  E.  W.  McGuire  shall  continue  to 
act  as  such  receiver  until  the  said  road  shall  be  sold  and  until  the  further 
orders  of  the  court,  and  required  to  report  all  his  proceedings  herein 
to  this  court  at  the  next  term  thereof. 

And  whereas,  the  said  Eaton  and  Hamilton  Railroad  Company  made 
default  in  the  payment  of  the  several  sums  of  money  to  be  paid  by  the 
terms  of  said  decree  on  the  first  day  of  August,  1861,  and  made  default 
of  more  than  thirty  days  in  the  payment  of  the  interest  warrants  subse¬ 
quently  falling  due,  as  set  forth  in  said  decree,  and  said  commissioner, 
William  P.  Benton,  being  absent,  a  copy  of  said  decree  is  issued  from 


826  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


said  court  sealed  with  its  seal  and  attested  by  the  clerk  thereof,  to  John 
F.  Kibbey,  commissioner  as  aforesaid,  and  came  into  his  hands  on  the 
8th  day  of  November,  1861,  and  whereas,  the  said  Kibbey,  commissioner 
as  aforesaid,  having  duly  advertised  the  premises  described  in  said  decree 
according  to  law  and  the  terms  of  said  decree,  did  on  the  25th  day  of 
January,  1862,  sell  the  same  at  public  auction  to  John  Hunt  for  the  sum 
of  seventy-three  thousand  dollars.  And  whereas,  the  said  John  F.  Kib¬ 
bey  did  on  the  seventh  day  of  February,  1862,  the  same  being  the  5th 
judicial  day  of  the  February  term,  1862,  of  said  court,  file  his  report  of  his 
proceedings  and  sale  of  the  property  described  in  said  decree  in  these 
words  and  figures,  to-wit:  The  undersigned  commissioner  heretofore 
appointed  by  said  court  to  make  sale  of  the  property  ordered  to  be  sold 
by  the  decree  of  the  court  of  which  the  within  is  a  copy,  respectfully 
represents  to  said  court  that  said  copy  of  said  decree  issued  to  said 

commissioner,  and  came  into  his  hands  on  the  8th  day  of  November, 

1861,  that  by  virtue  of  the  same  he  publicly  advertised  the  said  property 
for  sale  on  the  14th  day  of  December,  1861,  by  posting  up  on  the  13th 

day  of  November,  1861,  a  printed  notice  of  the  time  and  place  of  said 

sale  at  the  door  of  the  court  house  of  Wayne  county,  and  state  of 
Indiana,  and  at  the  same  time  posting  up  like  notices  in  five  of  the 
most  public  places  in  the  township  in  which  said  property  is  situated, 
to-wit:  Wayne  township  in  the  county  and  state  aforesaid,  and  by  caus¬ 
ing  the  same  to  be  printed  in  the  Richmond  Palladium,  a  newspaper 
printed  and  published  and  of  general  circulation  in  said  township  and 
county  and  nearest  the  said  real  estate,  for  four  weeks  successively, 
commencing  on  the  13th  day  of  November,  1861,  and  ending  December 
14th,  1861.  And  that  in  addition  thereto  he  caused  said  notice  to  be 
printed  in  the  Cincinnati  Daily  Commercial,  a  newspaper  printed  and 
published  and  of  general  circulation  in  the  city  of  Cincinnati,  Hamilton 
county,  state  of  Ohio,  and  in  the  New  York  Commercial  Advertiser,  a 
newspaper  printed  and  published  and  of  general  circulation  in  the  city 
of  New  York  in  the  state  of  New  York  for  more  than  three  weeks  suc¬ 
cessively,  beginning  on  the  17th  day  of  November,  1861,  and  ending  on 
the  14th  day  of  December,  1861,  which  notice  is  herewith  filed  as  part 
01  this  report.  That  on  the  day  of  November,  1861,  the  Eaton 

and  Hamilton  Railroad  Company  filed  their  application  before  the  hon¬ 
orable  judge  of  the  Supreme  Court  of  the  state  of  Indiana,  for  an  order 
to  restrain  the  said  sale  and  such  proceedings  were  afterwards  had 
thereon  that  such  order  was  granted  and  the  following  copy  thereof 
served  upon  said  commissioner  on  the  13th  day  of  December,  1861, 
which  copy  is  herewith  filed  as  part  of  this  report,  that  at  one  o'clock 
P.  M.  of  the  14th  day  of  December,  1861,  said  commissioner  appeared  at 
the  court  house  door  in  Centreville  in  said  county  of  Wayne,  and  made 
this  following  proclamation,  to-wit:  Oh  yes!  Oh  yes!  Oh  yes!  Notice 
is  hereby  given  that  the  public  sale  of  the  property  ordered  to  be  sold 
by  me  as  commissioner  in  the  decree  in  the  case  of  John  Hunt  et  al.  vs. 
the  Eaton  and  Hamilton  Railroad  et  al.,  and  which  is  described  in  the 
notice  of  which  the  following  is  a  copy: 


CORPORATE  HISTORY. 


827 


commissioner’s  SALE. 

John  Hunt  et  al. 
vs. 

The  Eaton  and  Hamilton  Railroad  Company  and  others. 

In  the  Wayne  Circuit  Court,  spring  term,  1861. 

By  virtue  of  a  decree  and  order  of  sale  to  me  directed  as  commissioner 
in  that  behalf,  from  the  clerk’s  office  of  said  court,  I  will  on  the  14th 
day  of  December,  1861,  between  the  hours  of  10  o’clock  A.  M.  and  4 
o’clock  P.  M.  of  said  day  at  the  court  house  door  in  the  town  of 
Centreville,  Wayne  county  and  state  of  Indiana,  offer  for  sale  at  public 
auction  the  rents  and  profits  for  a  term  of  seven  years  to  the  highest 
bidder  for  cash,  in  one  entire  parcel  as  an  entirety  the  following  de¬ 
scribed  property,  to  wit:  All  that  property  formerly  known  as  the  Rich¬ 
mond  and  Miami  Railroad  Company  and  now  forming  by  consolidation 
with  the  Eaton  and  Hamilton  Railroad  Company,  a  part  of  the  said 
Eaton  and  Hamilton  Railroad  Company,  and  known  and  described 
in  said  decree  as  follows,  to  wit:  All  the  property  of  the  said 
Richmond  and  Miami  Railroad  Company  in  the  road  from  Richmond 
to  the  east  line  of  the  state  of  Indiana,  including  the  right  of  way  and  land 
occupied  thereby  from  Richmond  to  the  state  line  as  aforesaid,  with 
superstructure  and  all  rail  and  other  material  used  thereon  or  procured 
therefor,  bridges,  viaducts,  culverts,  depot  grounds  and  buildings  erected 
thereon,  and  all  rights  therein,  tolls  and  incomes,  and  any  right 
thereto  or  interest  therein,  together  with  the  tolls  or  incomes  to  be  had 
or  levied  therefrom,  and  all  franchises,  rights  and  privileges  of  the  said 
Richmond  and  Miami  Railroad  Company,  of,  in,  to,  or  concerning  the 
same,  and  upon  failure  to  realize  a  sufficient  sum  to  satisfy  the  demand, 
I  will  at  the  same  time  and  place  and  in  the  manner  aforesaid,  offer 
for  sale  the  fee  simple  of  the  said  above  described  property  ordered  and 
decreed  to  be  sold  as  the  property  of  the  Richmond  and  Miami  Railroad 
Company  at  the  suit  of  John  Hunt  against  the  said  company  and  others. 

It  is  provided  in  said  decree  and  order  of  sale  that  such  sale  shall  be 
to  the  highest  bidder  without  relief  from  valuation  and  appraisement 
laws,  that  the  proceeds  of  such  sale  shall  be  deposited  in  some  safe  bank, 
and  said  sale  shall  be  immediately  reported  to  said  court  if  in  session; 
and  if  not,  then  at  the  term  of  said  court  next  ensuing  said  sale,  for  con¬ 
firmation  and  approval;  and  that  on  the  approval  thereof,  the  said  com¬ 
missioner  shall  execute  to  said  purchaser  a  deed  therefor  and  until  such 
deed  is  made  the  said  road  shall  continue  in  the  possession  of  the 
receiver  appointed  by  the  court. 

JOHN  F.  KIBBEY,  Commissioner. 

Centreville,  Indiana,  Nov.  8,  1861. 

is  postponed  and  that  said  property  will  be  sold  by  me  on  the  same  terms 
at  the  same  place  on  the  25th  day  of  January,  1862. 

JOHN  F.  KIBBEY,  Commissioner. 

Said  commissioner  further  reports  that  he  again  publicly  advertised  the 
said  property  ordered  to  be  sold  in  said  decree,  for  sale  on  the  25th  day 


828  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

of  January,  1862,  by  posting  upon  the  27th  day  of  December,  1861,  a 
printed  notice  of  tne  time  and  place  of  said  sale,  at  the  door  of  said 
court  house  and  at  the  same  time  posting  up  like  notices  in  five  of  the 
must  public  places  in  the  said  township  of  Wayne,  and  by  causing  the 
same  to  be  printed  and  published  in  the  said  “  Palladium  ”  newspaper, 
weekly,  for  more  than  three  weeks  successively,  commencing  on  the 
27th  day  of  December,  1861,  and  ending  on  the  25th  day  of  January, 
1862,  and  by  causing  the  same  to  be  printed  and  published  in  the 
Cincinnati  Weekly  Commercial,  a  weekly  newspaper  printed  and 
published  and  of  general  circulation  in  the  city  of  Cincinnati,  Hamilton 
county,  Ohio,  and  neighboring  counties  in  the  states  of  Ohio  and 
Indiana  more  than  three  weeks  successively,  commencing  January  2nd, 
1862,  and  ending  January  23d,  1862,  and  by  printing  the  said  notice  in 
the  World  and  Morning  Courier”  and  “New  York  Enquirer,”  a 
weekly  newspaper  printed  and  published  and  of  general  circulation  in  the 
city  of  New  York  in  the  state  of  New  York  for  more  than  four  weeks 
successively,  beginning  on  the  27th  day  of  December,  1861,  and  ending 
on  the  24th  day  of  January,  1862,  copies  of  which  notices  with  affidavits 
of  publication  are  herewith  filed  as  part  of  this  report.  That  pursuant 
to  said  notices,  I  did  on  the  25th  day  of  January,  1862,  between  the 
hours  of  10  o  clock  A.  M.  and  4  o’clock  P.  M.  of  said  day,  proceed  to 
offer  at  public  auction,  at  the  door  of  the  court  house  in  the  town  of 
Centreville,  Wayne  county,  in  Indiana,  the  property  therein  described, 
on  the  following  terms,  to-wit,  that  the  proceeds  of  such  sale  shall  be 
deposited  in  some  safe  bank  and  said  sale  shall  be  immediately  reported 
to  said  court  if  in  session;  and  if  not,  then  at  the  term  of  said  court 

next  ensuing  said  sale,  for  confirmation  and  approval,  and  that  on  the 

approval  thereof,  the  said  commissioner  shall  execute  to  said  purchaser  a 
deed  therefor  and  until  such  deed  is  made  the  said  road  shall  continued 
the  possession  of  the  receiver  appointed  by  the  court,  by  first  offering  for 
sale  the  rents  and  profits  thereof  for  one  year,  and  there  being  no  bidder, 

I  then  offered  the  rents  and  profits  for  the  period  of  three  years,  and 
there  being  no  bid  for  the  same  I  then  offered  the  rents  and  profits  for 
four  years  and  there  being  no  bid,  I  then  offered  the  rents  and  profits  for 

five  years,  and  there  being  no  bid,  I  then  offered  the  rents  and  profits  for 

six  years  and  there  being  no  bid,  I  then  offered  the  rents  and  profits 
ior  the  period  of  seven  years,  and  receiving  no  bid  for  the  same,  I  then 
and  there  offered  for  sale  at  public  auction  the  fee  simple  of  said  prop¬ 
erty,  and  John  Hunt  having  bid  the  sum  of  seventy-three  thousand 
dollars  ($73,000)  therefor,  which  was  the  highest  and  best  bid,  the  said 
property  was  by  me  cried  off  and  sold  to  him  and  the  following  entry 
of  sale  endorsed  on  the  said  copy  of  said  decree,  to  wit:  The  property 
directed  to  be  sold  by  the  within  decree  was  sold  to  John  Hunt  for  the 
benefit  of  himself  and  the  other  holders  of  the  first  mortgage  bonds  for 
the  sum  of  seventy-three  thousand  dollars,  January  25th,  1862. 

JOHN  F.  KIBBEY,  Commissioner. 

I  therefore  report  to  the  court  that  on  the  day  and  year  aforesaid, 
at  the  t.me  and  place  aforesaid,  I  did  publicly  cry  off  to  said  John  Hunt, 


CORPORATE  HISTORY. 


829 


for  himself  and  other  holders  of  the  first  mortgage  bonds,  the  property 
specified  in  said  decree  of  sale  with  the  appurtenances  real  and  personal, 
and  all  the  interest,  right,  title,  claim  and  demand  of  the  defendants,  and 
each  of  them  in  and  to  the  same  for  the  said  sum  of  seventy-three  thousand 
dollars,  and  that  the  said  John  Hunt  has  complied  with  the  terms  of 
said  decre  and  sal£. 

JOHN  F.  KIBBEY,  Commissioner. 

And  whereas,  the  said  court  on  the  tenth  day  of  February,  1862,  at 
said  term  of  said  court  fully  confirmed  and  approved  said  report  and 
sale,  and  made  the  following  order,  to-wit:  “  The  parties  by  counsel  come 
and  John  F.  Kibbey,  commissioner,  heretofore  appointed  by  this  court 
to  make  sale  of  the  property  in  said  plaintiffs’  complaint  mentioned, 
comes  also  and  files  his  report  of  sale  of  said  property  in  these  words, 
to-wit,  (here  insert)  and  the  said  commissioner  moves  the  court  to 
confirm  said  report,  and  the  court  having  seen  and  examined  said  report, 
confirms  the  same  in  all  things  and  confirms  the  sale  of  said  property, 
and  orders  and  directs  the  said  commissioner  to  execute  to  John  Hunt, 
the  purchaser,  a  deed  therefor  free  and  discharged  from  all  equity  of  re¬ 
demption  of  the  defendants,  and  any  other  parties  in  the  case.” 

All  of  which  will  more  fully  appear,  reference  being  had  to  the  pro¬ 
ceedings  and  records  of  said  court  in  said  cause.  Now  therefore  I,  John 
F.  Kibbey,  commissioner  aforesaid,  and  in  consideration  and  by  virtue 
of  the  powers  vested  in  me  by  law,  and  by  virtue  of  said  decretal  orders, 
do  by  these  presents  grant,  bargain,  alien,  and  convey  to  said  John  Hunt 
and  his  heirs  and  assigns  forever  the  said  mortgaged  premises  and  prop¬ 
erty  described  in  said  mortgage,  to  have  and  to  hold  the  same  to  said 
John  Hunt  and  his  heirs  and  assigns 'forever. 

In  witness  whereof,  I,  John  F.  Kibbey,  as  commissioner  aforesaid, 
have  hereunto  set  my  hand  and  seal,  this  12th  day  of  February,  1862. 

JOHN  F.  KIBBEY,  Commissioner. 

All  erasures  and  interlineations  in  the  above  conveyance  were  made 
before  the  signing  and  sealing  thereof. 

Acknowledged  before  Sol.  Meredith,  clerk  of  Circuit  Court,  Wayne 
county,  Indiana,  February  12,  1862. 

Recorded,  Wayne  county,  Indiana,  Deed  Record  29,  page  312. 


EATON  AND  HAMILTON  RAILROAD  COMPANY 

(No.  2).1 

AGREEMENT  OF  CONSOLIDATION 

# 

Between  the  Richmond  and  Miami  Railroad  Company  and  the 
Eaton  and  Hamilton  Railroad  Company  under  the  Name  of 
the  Eaton  and  Hamilton  Railroad  Company. 

An  agreement  entered  into  by  and  between  the  Richmond  and  Miami 
Railroad  Company,  a  company  duly  incorporated  by  the  General  Assem- 


1See  page  130. 


83O  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


bly  of  the  state  of  Indiana,  of  the  one  part,  and  the  Eaton  and  Hamilton 
Railroad  Company,  a  company  in  like  manner  incorporated  by  the 
General  Assembly  of  the  state  of  Ohio,  of  the  other  part,  witnesseth,  that. 
First.  These  companies,  their  capital  stock,  their  roads,  their  debts' 
dues,  rights  in  action,  franchises,  interests  and  property  of  every  kind, 
chaiacter  and  description,  shall  be,  and  hereby  are,  merged,  united  and 
consolidated  into  one  joint  stock  company,  one  road,  one  interest  and 
one  property,  upon  the  terms  following,  that  is  to  say, 

Second.  The  corporate  name,  franchises,  rights,  immunities,  and  or¬ 
ganization  of  the  said  “  Eaton  and  Hamilton  Railroad  Company  ”  shall 
be  preserved  and  remain  intact;  and  the  said  consolidated  company  shall 
be  known  by,  and  its  business  transacted  in  that  name,  in  every  sense  as 
if  this  consolidation  had  not  taken  place,  except  so  far  merely  as  the 
enlarged  interests  of  the  company  and  a  compliance  with  the  laws  of 
the  state  of  Indiana  may  modify  or  vary  the  same. 

Third.  The  debts,  dues  and  rights  in  action,  owing  to  and  accruing  in 
fa\ or  of  the  said  Richmond  and  Miami  Railroad  Company;  and  all  and 
singular  the  rights  and  franchises,  the  road  with  its  rights  of  way,  fix¬ 
tures  and  appurtenances,  depot  and  other  station  grounds,  buildings  and 
water  tanks,  with  all  other  rights,  interests  and  property,  real  and  per¬ 
sonal  and  mixed,  of  every  kind,  character,  and  description;  and  all  and 
singulai  the  interest,  right  and  title  therein,  whether  legal  or  equitable, 
of  the  said  Richmond  and  Miami  Railroad  Company  are  to  be,  and  hereby 
are,  gi  anted,  transferred,  and  conveyed  to,  and  merged  in,  those  of  the 
said  Eaton  and  Hamilton  Railroad  Company,  its  successors  and  assigns 
forever,  as  fully  and  as  completely  to  all  intents  and  purposes  as  they 
are  now  vested  in  the  said  Richmond  and  Miami  Company. 

Fourth.  The  said  Eaton  and  Hamilton  Railroad  Company  is  to  and 
hereby  does,  assume  the  franchises,  rights,  immunities  and  liabilities  of 
the  said  Richmond  and  Miami  Railroad  Company,  and  especially  is  to 
assume, .  liquidate  and  pay,  all  debts,  dues  and  liabilities  outstanding 
against  it  and,  to  that  end,  is,  so  far  as  the  unfunded  indebtedness  ex¬ 
tends,  to  apply  semi-annually  to  its  liquidation,  an  amount  equal  to  one- 
seventh  of  the  net  surplus  earnings  of  the  entire  road,  until  the  whole 
shall  be  paid;  and  is,  upon  surrender  of  certificates  or  other  evidence 
of  ownership  of  the  capital  stock  of  the  said  Richmond  and  Miami  Com¬ 
pany,  to  issue  to  the  party  in  interest  evidence  of  ownership  of  a  like 

amount  of  the  capital  stock  of  the  said  Eaton  and  Hamilton  Railroad 
Company. 

Fifth.  This  agreement  shall  take  effect  and  be  in  force  on  and  after 
first  day  of  December,  1854  (or  if  the  same  shall  not  have  received  the 
ratification  and  assent  of  the  stockholders  representing  a  majority  of  the 
capital  stock  of  the  said  Eaton  and  Hamilton  Company,  then,  on  such 
day  thereafter  as  such  ratification  and  assent  may  be  obtained  and  an¬ 
nounced  by  its  president),  at  which  time  the  name  and  official  organiza¬ 
tion  of  the  said  Richmond  and  Miami  Company  shall  cease,  and  its 
separate  legal  identity,  franchises,  rights,  interests,  property,  et  cetera, 
vest  and  merge  into  those  of  the  said  Eaton  and  Hamilton  Company. 

In  witness  whereof,  the  contracting  parties  by  their  respective  presi- 


CORPORATE  HISTORY. 


831 


dents  have  signed  this  agreement  and  caused  it  to  be  countersigned  by 
their  secretaries  and  their  proper  corporate  seals  to  be  affixed  the  21st 
day  of  November,  A.  D.  1854. 

DAVID  BARNET,  President, 

Attest:  Eaton  and  Hamilton  R.  R.  Co. 

J.  B.  STEPHENS,  Secretary, 

Richmond  and  Miami  R.  R.  Co. 

At  a  meeting  of  the  board  of  directors  of  the  Eaton  and  Hamilton 
Railroad  Company  December  5,  1854,  this  agreement  of  consolidation 
was  produced,  and  being  satisfied  that  the  stockholders  representing  a 
majority  of  the  capital  stock  of  the  company  had  prior  to  December  1, 
1854,  the  time  limited  for  the  taking  effect  of  this  agreement,  consented 
to,  ratified  and  advised  such  consolidation,  it  was  on  motion  ordered  by  a 
unanimous  vote  of  the  board  that  this  agreement  and  consolidation  be 
in  all  respects  ratified  and  confirmed. 


DECREE 

Of  Common  Pleas  Court,  Butler  County,  Ohio. 

July  13,  1859. 

This  13th  day  of  July,  1859,  came  the  parties  by  their  counsel,  and 
by  consent  this  cause  is  submitted  to  the  court  on  the  bill,  the  amended 
and  supplemental  bills,  the  answers  and  amended  answers  of  the  parties, 
with  the  exhibits,  evidence  and  reports  on  file,  and  was  argued  by  counsel, 
and  the  court  having  considered  the  same,  do  order:  1st.  That  so  much 
of  the  order  of  this  court  at  February  term,  1858,  as  appointed  David 
Barnet,  the  president  of  said  railroad  company,  receiver  in  the  case,  shall 
be  and  hereby  is  rescinded.  2d.  By  consent  of  counsel  it  is  further 
ordered,  that  the  said  Eaton  and  Hamilton  Railroad  shall  be  hereafter 
operated  and  managed  by  the  proper  officers  of  said  company  under  the 
direction  and  control  of  this  court,  the  president,  treasurer  and  super¬ 
intendent  of  said  company  taking  and  subscribing  an  oath  faithfully  to 
discharge  the  duties  confided  to  them,  and  filing  a  copy  with  the  clerk 
of  this  court,  commencing  said  service  with  the  first  day  of  July,  1859. 
Said  officers  shall  keep  an  accurate,  detailed  account  of  the  receipt  and 
disbursements  of  said  company,  and  shall  especially  keep  an  acurate 
account  of  the  earnings  of  said  railroad,  and  of  the  operating  expenses 
of  the  same  including  necessary  repairs  ard  renewals.  And  shall,  within 
thirty  days  after  the  month  of  July,  1859,  and  within  thirty  days  after 
the  close  of  each  succeeding  month  during  the  continuance  of  this  order, 
make  out  and  file  a  full  statement  thereof,  showing  the  amount  received 
and  expended,  and  the  amount  applied  under  the  order  of  this  court, 
which  statement  shall  be  verified  by  the  oath  of  the  treasurer,  and  one 
copy  filed  with  the  clerk  of  the  court,  and  one  copy  each  handed  to  the 
counsel  for  the  plaintiffs  and  the  solicitor  of  the  city  of  Cincinnati.  The 
vouchers  for  the  disbursements  shall  be  consecutively  numbered  and 
'referred  to  by  their  numbers,  and  shall  be  preserved  in  the  office  of  said 
railroad  company;  and  until  the  first  day  of  July,  i860,  the  said  company 


832  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


shall  make  distribution  of  their  net  income  according  to  the  provisions 
of  this  decree,  at  least  quarterly;  and  thereafter  at  least  once  in  six 
months.  3rd.  The  court  find  that  the  said  Eaton  and  Hamilton  Railroad 
Company  was  originally  chartered  and  organized  under  the  laws  of  the 
state  of  Ohio  to  construct  and  maintain  a  railroad  from  Hamilton  in 
Butler  county  to  the  west  line  of  the  state  of  Ohio;  and  that  another 
company,  incorporated  by  the  laws  of  the  state  of  Indiana,  was  organ¬ 
ized  to  construct  a  railroad  with  that  of  the  Eaton  and  Hamilton  Company 
at  the  state  line  and  extending  to  the  city  of  Richmond,  in  said  state  of 
Indiana,  under  the  name  of  the  Richmond  and  Miami  Railroad  Com¬ 
pany;  that  on  the  21st  day  of  November,  1854,  the  said  two  incorporated 
companies,  under  the  authority  of  the  laws  of  Ohio  and  Indiana,  agreed 
together  in  writing  to  consolidate  the  said  corporate  bodies  into  one 
corporation  under  the  name  of  the  “  Eaton  and  Hamilton  Railroad  Com¬ 
pany,”  and  to  transfer  to  the  new  company  all  the  property  of  the  Rich¬ 
mond  and  Miami  Rahroad  Company,  and  to  merge  the  said  two  com¬ 
panies,  with  their  corporate  stock  and  property,  into  one  company  by 
the  name  aforesaid,  which  was  accordingly  done  by  written  contract  of 
that  date,  to  take  effect  the  first  day  of  December,  1854;  and  from  thence 
hitherto  the  said  new  company  has  held  and  still  holds  all  the  propertv 
of  the  said  two  companies,  the  said  new  company  having  assumed  and 
being  legally  responsible  for  the  debts  of  both  the  old  companies,  the 
Ohio  portion  of  the  road  being  about  six-sevenths  of  the  whole  road 
and  the  Indiana  portion  of  the  road  about  one-seventh.  4th.  The  parties 
to  this  suit  set  up  the  following  mortgages  and  trust  liens  on  said 
railroads  and  claim  that  they  are  valid  claims,  copies  of  the  said  mort¬ 
gages  and  deeds  of  trust  being  exhibited  and  filed  in  the  case  referred  to 
and  taken  as  part  of  this  decree  for  more  full  particulars  than  are  herein 
expressed. 

The  court  find  that  the  following  mortgages  and  deeds  of  trust  have 
been  duly  executed  and  recorded  and  are  valid  liens  on  said  road,  or 
parts  thereof,  in  the  order  hereinafter  stated  that  is  to  say:  1st.  The  two 
mortgages  by  the  said  original  Eaton  and  Hamilton  Railroad  Company 
to  the  city  of  Cincinnati,  dated  December  27th,  1850,  and  July  13th,  1851, 
ha\  e  for  a  common  object  the  securing  to  said  city  one  hundred  and 
fifty  bonds  of  one  thousand  dollars  each,  payable  in  the  city  of  New 
York  in  twenty-seven  years  from  the  first  day  of  January,  1851,  with 
interest  at  the  rate  of  six  per  cent,  per  annum,  payable  half-yearly  in 
New  \  ork,  on  the  first  day  of  July  and  January  in  each  year.  These 
mortgages  grant  to  said  city  of  Cincinnati  the  railway  tracks,  station 
and  depot  grounds  and  houses  with  all  the  appurtenances  to  the  same, 
with  all  the  real  estate  and  capital  stock,  with  the  revenues  then  accruing 
or  ther eafter  to  accrue,  as  fully  as  the  same  could  be  granted;  and  by 
failure  to  pay  the  interest  on  said  bonds  as  hereinafter  stated,  the  said 
mortgages  have  become  absolute  in  law  and  the  said  city  is  entitled  by 
strict  law  to  a  sale  and  foreclosure  of  said  mortgaged  premises.  These 
mortgages  to  the  city  of  Cincinnati  are  the  first  and  best  lien  on  the 
property  covered  by  them,  but  are  subject  to  the  equitable  right  of  the’ 
mortgagor,  or  of  any  subsequent  grantee,  or  of  any  other  holder  of  a 


CORPORATE  HISTORY. 


833 


lien  acquired  before  this  suit  was  commenced,  to  redeem  or  postpone 
the  sale  of  said  property  by  paying  to  said  city  before  sale  all  the  interest 
<iue,  and  thereafter  continue  to  pay  the  same  as  it  falls  due,  and  said  prin¬ 
cipal  debt  at  its  maturity.  2d.  The  mortgage  and  deed  of  trust  by  said 
original  Eaton  and  Hamilton  Railroad  Company,  dated  the  first  day  of 
January,  1852,  to  the  plaintiffs,  Joseph  B.  Varnum,  George  Carlisle  and 
John  P.  Reznor,  trustees,  &c.,  to  secure  the  payment  of  three  hundred 
bonds  of  that  date  for  $1000  fcach,  issued  by  said  railroad  company, 
payable  to  said  George  Carlisle  or  bearer,  at  the  city  of  New  York,  on 
the  first  day  of  January,  1862,  together  with  the  interest  warrants  thereto 
attached  for  the  interest  on  said  bonds,  at  the  rate  of  seven  per  cent, 
per  annum,  payable  half-yearly  at  said  city  of  New  York  on  the  first  day 
•of  July  and  January  in  each  year:  This  deed  vests  in  said  grantees  for 
the  purposes  therein  mentioned,  the  property  therein  described  of  the 
said  railroad  company,  but  subject  to  said  prior  mortgages  to  said  city 
of  Cincinnati,  that  is  to  say:  The  railroad  of  the  said  Eaton  and  Ham¬ 
ilton  Company,  that  is  to  say,  all  the  present  and  in  future  to  be 
acquired  property,  including  the  rights  of  way,  the  superstructure,  and 
all  rails,  or  the  materials  used  therein,  or  procured  therefor,  buildings, 
bridges,  depot  grounds,  with  all  the  rights  therein,  tolls,  income  and 
any  right  or  interest  therein  with  all  the  tolls  and  income  to  be  had  or 
levied  therefrom,  and  all  franchises,  rights  and  privileges,  with  power 
among  other  things  to  said  grantees  that,  in  case  the  said  railroad  com¬ 
pany  should  fail  to  pay  the  principal,  or  any  part  thereof,  or  any  of 
the  interest  on  said  bonds,  when  they  become  due,  then,  after  sixty 
days  from  such  default,  on  lequest  of  the  holder  of  any  of  said  bonds, 
the  said  trustees  might,  and  should  take  possession  of  all  or  any  part  of 
■said  road  and  other  property,  and,  as  the  attorneys  in  fact  or  agents  of  the 
said  railroad  company,  by  themselves,  or  substitutes,  operate  the  said 
road  and  keep  it  in  repair,  and  apply  the  net  income  to  the  payment  of 
said  interest  and  bonds  as  they  become  due,  or  the  said  trustees  might, 
in  their  discretion,  or  on  the  written  request  of  the  holders  of  at  least  half 
of  said  bonds,  should  proceed  to  foreclose  and  sell  the  said  road,  etc.,  or 
so  much  thereof  as  might  be  necessary  to  discharge  the  principal  and 
interest,  etc.,  at  public  auction,  making  to  the  purchaser  a  deed  in  fee 
simple  for  the  property  sold,  which  should  be  a  bar  to  said  railroad 
company,  etc.  And  out  of  the  proceeds  of  sale,  etc.,  should  pay  the 
costs  and  expenses  of  operating  and  selling  said  road,  and  of  executing 
said  trust,  then  pay  off  said  bonds  and  interest  and  pay  over  the  residue 
if  any  to  said  railroad  company;  and  covenanting  with  said  trustees: 
1st.  To  execute  to  them  deeds  of  further  assurance  if  required.  2d. 
That  they  should  each  receive  proper  compensation  for  their  services  as 
trustees;  and  3d,  that,  in  no  case  would  said  railroad  company  stay  or 
hinder  said  trustees  in  executing  said  trust  by  injunction  or  other  writ, 
nor,  in  case  of  sale,  avail  themselves,  or  take  advantage  of  any  valuation, 
appraisement  or  extension  laws.  This  mortgage,  or  deed  of  trust,  is  the 
second  lien  on  said  Eaton  and  Hamilton  Railroad,  subject  to  the  mort¬ 
gages  before  mentioned  to  the  city  of  Cincinnati,  so  far  as  the  same 
property  is  covered  thereby;  and  by  the  failure  of  said  railroad  company 

53 


834  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

to  pay  the  interest  on  said  bonds  as  it  becomes  due,  the  said  deed  has 
become  absolute  in  law  in  said  trustees,  for  the  purposes  of  said  trust,  and 
the  said  trustees  have  the  legal  right  to  a  decree  of  this  court  to  sell  all  the 
trust  piopeity  at  public  auction  to  the  highest  bidder,  to  execute  said 
tiust;  but  this  legal  right  is  subject  to  the  equitable  right  in  the  mort¬ 
gagor;  or,  in  any  subsequent  grantee  or  lienholder  to  postpone  the 
sale  of  said  property  by  paying  to  said  trustees,  before  sale,  all  the 
interest  due  on  said  bonds,  and  thereafter  promptly  paying  the  interest 
on  said  bonds  as  it  falls  due,  and  the  principal  debt  at  maturity.  Third. 
The  said  mortgage  deed  of  trust,  dated  the  first  day  of  November,  1852, 
made  by  the  said  Eaton  and  Hamilton  Railroad  Company  to  George 
Carlisle,  trustee,  etc.,  one  of  the  plaintiffs,  to  secure  the  payment  of  one 
hundred  bonds  of  $1000  each,  issued  by  said  company  and  payable  to  said 
Carlisle  or  bearer  at  the  city  of  New  York,  on  the  first  day  of  January, 
1858,  with  interest  thereon  at  the  rate  of  seven  per  cent,  per  annum, 
payable  half-yearly  in  New  \'ork  in  July  and  January  of  each  year,  is  a 
valid  lien  on  the  property  conveyed  by  said  deed,  securing  seventy-four 
of  said  bonds,  the  residue  of  said  bonds  having  been  heretofore  by  the 
act  of  the  parties  discharged  in  full,  subject  however  to  the  aforesaid 
prior  mortgages  to  the  city  of  Cincinnati,  and  to  said  Varnum,  Carlisle 
and  Reznor,  and  said  deed  vests  the  legal  title  to  the  property  conveyed 
thereby  in  the  said  Carlisle,  in  trust,  for  the  purposes  therein  expressed. 
The  property  so  conveyed  is  the  same  in  description,  made  in  the  same 
terms,  and  on  the  same  trusts  in  relation  to  the  bonds  and  interest 
therein  secured,  as  the  mortgage  to  the  said  Varnum,  Carlisle  and  Rez¬ 
nor,  and  also  contains  the  same  covenants,  powers  and  agreements,  as 
are  in  that  deed  of  trust,  and  intended,  in  case  of  default,  to  enable  the 
said  tiustee  to  execute  the  trusts  confided  to  him,  without  hindrance  or 
delay.  By  the  non-payment  of  the  principal  of  the  said  seventy-four 
bonds,  and  of  the  interest  thereon,  the  said  deed  has  become  absolute 
in  law,  and  the  plaintiff  has  a  right  to  a  decree  for  foreclosure  and  sale 
of  said  property,  subject  to  the  said  prior  mortgages;  and  subject  also  to 
the  right  in  equity  of  the  said  railroad  company  or  other  lienholder  on 
said  property  before  the  commencement  of  this  suit  to  redeem  said 
mortgage  and  prevent  said  sale  by  paying  off  the  amount  due  on  it. 
Fourth.  The  mortgage  deeds  of  trust  executed  by  the  said  Richmond 
and  Miami  Railroad  Company  before  its  consolidation  with  the  Eaton 
3-fid  Hamilton  Raili  oad  Company  as  hereinbefore  described,  that  is  to 
say.  one  dated  the  first  day  of  November,  1852,  and  duly  executed  and 
lecoided  according  to  the  laws  of  Indiana,  under  which  the  said  com¬ 
pany  has  issued  sixty  bonds  of  $1000  each,  payable  to  Geo.  Carlisle  or 
bearer  on  the  first  day  of  November,  1862,  in  the  city  of  New  York,  with 
interest  theron  at  the  rate  of  seven  per  cent,  per  annum,  payable  semi¬ 
annually  in  New  \  ork  according  to  the  interest  warrants  attached  thereto; 
and  to  secure  the  payment  of  said  bonds  and  interest,  the  said  deed  of 
mortgage  and  trust,  granted  and  conveyed  to  the  said  Carlisle,  etc., 
the  present  and  in  future  to  be  acquired  property  of  said  Richmond  and 
Miami  Railroad  Company  in  the  road  from  Richmond  to  the  state  line, 
including  the  right  of  way,  lands,  etc.,  with  the  superstructure  and  all 


CORPORATE  HISTORY. 


835 


rails  and  other  materials  used  therein  or  procured  therefor,  bridges,  etc., 
depot  grounds  and  buildings  erected  thereon,  and  all  rights  therein,  tolls 
and  income  and  every  right  thereto,  and  interest  therein,  together  with 
all  the  tolls  or  income  to  be  had  or  levied  therefrom,  and  all  franchises, 
rights  and  privileges  of  said  railroad  company,  of,  in,  to,  or  concerning 
the  same  in  fee  simple  charged  with  the  trusts  therein  expressed,  and 
the  said  deed  contains  the  same  covenants,  powers  and  agreements  as 
the  said  deed  to  Varnum,  Carlisle  and  Reznor  hereinbefore  recited;  and 
intended  in  case  of  default  to  enable  the  said  trustee  to  execute  the  trusts 
confided  to  him  without  hindrance  or  delay.  The  other  deed  bears  date 
the  first  day  of  January,  1854,  was  executed  by  the  said  Richmond  and 
Miami  Company  to  the  said  Carlisle  before  the  said  consolidation  to  secure 
the  payment  of  forty  .bonds  of  that  date  for  $1000  each,  payable  to  said 
Carlisle  or  bearer  in  the  city  of  New  York  on  the  first  day  of  January, 
1864,  with  semi-annual  interest  at  the  rate  of  seven  per  cent,  per  annum, 
payable  at  the  same  place;  which  deed  conveyed  the  said  railroad  and 
other  property  to  said  Carlisle,  trustee,  etc.,  in  the  same  terms  and  with 
the  same  covenants  contained  in  the  said  deed  last  above  recited  and  on 
the  same  trusts  in  respect  of  the  bonds  thereby  secured.  That  all  of  said 
last  mentioned  bonds  are  now  outstanding,  but  only  three  of  them  sold 
and  disposed  of  absolutely  by  said  company,  the  residue  thereof  being 
hypothecated  to  secure  portions  of  the  floating  debt  of  the  company, 
viz:  thirty-five  to  secure  a  debt  now  held  by  Robert  Morrison  and  in 
judgment  in  Wayne  county,  Indiana,  amounting  to  the  sum  of  $7,800  or 
thereabouts;  and  two  otheis  to  secure  other  debts  due  A.  Denny  and 
L.  Dunham,  originally  for  $500  each,  which  said  two  mortgages  are  valid 
liens  on  said  Indiana  portion  of  said  railroad,  and  have  become  absolute 
in  law  by  reason  of  nonpayment  of  interest  on  the  bonds  thereby  secured 
as  it  became  due;  and  the  said  trustee  has  a  legal  right  to  foreclose  and 
sell  the  said  property  to  pay  the  same,  subject  to  the  right  in  equity  to 
redeem  or  postpone  the  sale  by  payment  of  what  is  due  thereon  by 
those  having  other  liens.  Fifth.  The  court  further  finds  that  the  sums 
due  on  the  said  debts  secured  by  said  several  mortgages  and  trust  deeds 
with  the  interest  thereon,  calculated  up  to  the  first  day  of  January,  A.  D. 
i860,  are  as  follows:  First  to  the  city  of  Cincinnati. 


For  principal  debt  due  January  1,  1878.../ . $150,000 

For  interest  due  January  1,  1856,  with  Ft  exch.  and  interest 

to  January  1,  i860  . . .  5,593 

For  interest  due  July  1,  1856,  with  F2  exch.  and  interest  to 

January  1,  i860  .  5,472 

For  interest  due  January  1,  1857,  with  exch.  and  interest 

to  January  1,  i860  .  5,349 

For  interest  due  July  1,  1857,  with  Y  each,  and  interest  to 

January  1,  i860  .  5,214 

For  interest  due  January  1,  1858,  with  1^2  exch.  and  interest 

to  January  1,  i860 .  5,116 

For  interest  due  July  1,  1858,  with  F2  exch.  and  interest  to 

January  1,  i860  .  4,929 


00 

95 


22 


83 

55 

60 

52 


836  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


For  interest  due  January  i,  1859,  with  y  exch.  and  interest 

to  January  1,  i860  . $  4,781;  93 

For  interest  due  July  1,  1859*  with  y2  exch.  and  interest  to 

January  1,  i860  . . .  4  658  17 

For  interest  due  January  1,  i860,  with  y  exch.  and  interest 

to  January  1,  i860  .  4?II  2r 


.p.  .  ,  $45,626  82 

lhat  is  to  say,  for  interest . $40,784  00 

-exchange  .  236  25 

accumulative  interest  ...  4,60657 . $45,62682 

And  it  being  suggested  to  the  court  that  the  said  Eaton  and  Hamil¬ 
ton  Railroad  Company  claims  to  have  paid  to  said- city  of  Cincinnati  the 
sum  of  two  thousand  dollars  on  the  19th  day  of  August,  A.  D.  1857,  and 
that  said  amount  ought  to  be  deducted  from  interest  due  at  said  date, 
which  claim  is  disputed  by  said  city,  all  question  as  to  said  credit  is 
reserved  and  the  right  of  said  railroad  company  thereto  shall  be  hereafter 
determined. 


Second,  to  Varnum,  Carlisle  and  Reznor,  trustees,  etc. 

Principal  debt,  due  January  1,  1862  . $300,000  00 

Interest  due  July  1,  1856,  with  exchange,  and  interest  to 

January  1,  i860  .  10,948  22 

Interest  due  January  1,  1857,  with  yA  exchange  and  interest  to 

January  1,  i860  .  10,496  29 


Interest  due  July  1,  1857,  with  y  exchange  and  interest  to 
January  1,  i860  . 

Interest  due  January  1,  1858,  with  iiy2  exchange  and  interest  to 
January  1,  i860  . 

Interest  due  July  1,  1858,  with  y2  exchange  and  interest  to 


January  1,  i860  .  11,660  51 

Interest  due  January,  1859,  with  14  exchange  and  interest  to 

January  1,  i860  . .  11,265  ^ 

Interest  due  July  1,  1859,  with  y2  exchange  and  interest  to 

January  1,  i860  .  10,921  g4 

Interest  due  January  1,  i860,  with  y  exchange  and  interest  to 

January  1,  i860 . . .  10,526  25 


„  ,  ,  $90,395  78 

Made  up  as  follows: 

Interest  on  principal . $80,360  00 

Exchange  .  502  12 

Interest  on  interest  .  9,533  66.... . $90,395  78 

Third  to  Geo.  Carlisle,  trustee,  etc.,  third  mortgage  on  Ohio  portion 
of  the  road. 

Amount  of  principal  debt  due  January  7,  1858,  $74,000.  Ex¬ 
change  on  same  ix/2  per  cent.,  $1,1 10 .  $75, no  00 

Interest  due  July  1,  1856,  with  y2  exchange  and  interest  to 

January  1,  i860  .  3,065  50 


CORPORATE  HISTORY. 


837 


Interest  due  January  1,  1857,  with  Y  exchange  and  interest 

to  January  1,  i860 . $ 

Interest  due  July  1,  1857,  with  Y  exchange  and  interest  to 

January  1,  i860  . 

Interest  due  January  1,  1858,  with  ix/2  exchange  and  interest  to 

January  1,  i860  . . . 

Interest  due  July  1,  1858,  with  x/2  exchange  and  interest  to 

January  1,  i860  . 

Interest  due  January  1,  1859,  with  XY  exchange  and  interest  to 

January  1,  i860  . 

Interest  due  July  1,  1859,  with  y2  exchange  and  interest  to 

January  1,  i860  . 

Interest  due  January,  i860,  with  Y  exchange  and  interest  to 
January  1,  i860  . 


2,986  73 
2,444  56 
2,834  89 
2,876  26 
2,778  20 
2,694  05 
2,596  45 


$22,276  64 

Made  up  as  follows: 

Interest  on  principal . $19,775  00 

Exchange . . .  121  65 

Interest  on  interest  .  2,379  99 . $22,276  64 

Add  debt  and  exchange  as  above  .  75, no . $97,386  64 


Fourth,  to  Geo.  Carlisle,  trustee,  etc.,  first  mortgage  on  Indiana  por¬ 


tion  of  the  road. 

Amount  of  principal  debt  due  November  1,  1862 .  $60,000  00 

Interest  due  November  1,  1857,  with  Y\  exchange  and  interest 

to  January  1,  i860 .  1,137  10 

Interest  due  May  1,  1858,  with  y2  exchange  and  interest  to 

January  1,  i860  .  2,356  70 

Interest  due  November  1,  1858,  with  y2  exchange  and  interest 

to  January  1,  i860 .  2,282  86 

Interest  due  May  1,  1859,  with  y2  exchange  and  interest  to 

January  1,  i860  .  2,208  99 

Interest  due  November  1,  1859,  with  y2  exchange  and  interest 

to  January  1,  i860 .  2,135  12 


$10,120  77 

Made  up  as  follows: 

Interest  on  principal  . $9,380  00 

Exchange  .  49  35 

Interest  on  interest  .  691  42 . $10,120  77 

Fifth,  to  Geo.  Carlisle,  trustee,  etc.,  second  mortgage  on  Indiana  por¬ 
tion  of  the  road. 

Amount  of  principal  of  bonds  sold  exclusive  of  those  hypothe¬ 


cated,  due  January  1,  1864  .  $3, 000  00 

Interest  due  July  1,  1856,  exchange  and  interest  to  January 

1,  1864 .  131  37 

Interest  due  January  1,  1857,  exchange  and  interest  to  January 

1,  1864 .  I28  00 


838  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY. 

Interest  due  July  1,  1857,  exchange  and  interest  to  January 
1,  1864  .  *  < 

Interest  due  January  1,  1858,  exchange  and  interest  to  January 
1,  1864 . 

Interest  due  July  1,  1858,  exchange  and  interest  to  January 
1,  1864 . . 

Interest  due  January  1,  1859,  exchange  and  interest  to  January 
1,  1864 . . 

Interest  due  July  1,  1859,  exchange  and  interest  to  January 
I,  1864  . 

Interest  due  January  1,  i860,  exchange  and  interest  to  January 
1,  1S60 . 


$3,948  86 

Which  said  interest,  exchange  and  interest  thereon,  by  consent  of 
counsel  of  parties,  for  the  purpose  of  an  equitable  adjustment  of  matters 
in  controversy  in  this  suit  shall  be  so  far  capitalized  on  the  first  day  of 
January,  A.  D.  i860,  as  thenceforward  to  be  entitled  to  interest  at  the 
original  bond  rate  respectively,  payable  half-yearly  in  the  city  of  New 
York,  on  the  first  day  of  July  and  January  of  each  year,  after  said  first 
January,  i860;  that  is  to  say,  on  the  $45,626.82,  the  amount  due  the  city 
of  Cincinnati,  the  interest  shall  be  at  the  rate  of  six  per  cent,  per  annum; 
on  the  $90,39578,  due  on  the  bonds  secured  by  mortgage  to  Varnum] 
Carlisle  and  Reznor,  the  interest  shall  be  at  the  rate  of  seven  per  cent 
per  annum  until  the  whole  is  paid;  and  on  the  $10,120.77,  due  on  the  debt 
secured  by  first  mortgage,  and  on  the  $948.86  due  on  the  debt  secured  by 
second  mortgage  on  the  Indiana  portion  of  the  road,  the  interest  shall 
be  at  the  rate  of  seven  per  cent,  per  annum  until  the  whole  is  paid. 

Sixth.  And  the  court,  by  consent  of  counsel  as  aforesaid,  does 
further  order  that  the  floating  debt  of  said  railroad  company,  including 
taxes,  the  costs  of  this  suit,  counsel  fees,  and  compensation  to  trustees 
in  the  several  mortgages,  shall  first  be  paid  out  of  the  net  income  of  the 
road  made  prior  to  the  first  of  July,  i860,  except  the  claim  of  Robert 
Morrison  now  in  judgment  in  Wayne  county,  Indiana,  to  the  payment 
of  which  shall  be  applied  one-fourth  of  one-seventh  of  the  net  income  at 
the  periods  of  distributions  until  said  claim  is  fully  paid;  provided  that, 
as  payments  are  made  thereon,  said  Morrison  shall  deliver  up  to  the  said 
railroad  company  a  pro  rata  amount  of  the  bonds  held  by  him  as  collateral 
security  for  the  payment  of  said  debt,  which  bonds  said  company  shall 
cancel  as  received.  The  floating  debt  above  provided  for  includes,  among 
other  liabilities,  balances  owing  on  account  of  the  purchase  of  machinery 
y  individuals,  and  by  said  railroad  company,  and  now  on  the  road,  that 
purchased  by  certain  individuals  of  the  Cincinnati,  Hamilton  and  Dayton 
Railroad  Company  being  held  under  rent  or  otherwise,  which  machinery, 
when  paid  for  by  the  said  Eaton  and  Hamilton  Railroad  Company  is  to 
become  its  property,  and  subject  to  such  of  said  mortgages  as  may  cover 
the  same.  After  the  payment  of  the  taxes,  costs,  and  counsel  fees  as  afore¬ 
said,  the  remaining  three-fourths  of  one-seventh  of  said  net  income  shall 


124  30 
12 1  49 
1 16  60 
1 12  63 
109  21 
105  26 


CORPORATE  HISTORY. 


839 


be  set  apart  and  applied  to  the  payment  of  the  amounts  due,  and  to  become 
due  on  the  Richmond  and  Miami  portion  of  the  road;  and,  after  the  debt 
of  said  Morrison  shall  have  been  paid  off,  the  whole  of  said  one-seventh  of 
said  net  income  shall  be  so  applied  until  the  whole  debt  on  that  portion 
of  the  road  shall  be  paid  in  full.  On  the  first  day  of  July,  i860,  any 
surplus  of  net  income  then  on  hand,  after  discharging  the  liabilities  above 
provided  for,  shall  be  applied  pro  rata,  if  not  sufficient  to  pay  the  whole 
to  the  discharge  of  the  semi-annual  interest  falling  due  that  day  on  the 
several  mortgage  debts  on  the  Ohio  portion  of  the  road  as  herein¬ 
before  specified. 

Seventh.  By  consent  of  counsel  as  aforesaid,  the  court  further  orders 
that,  on  the  first  day  of  January,  1861,  the  said  Eaton  and  Hamilton 
Railroad  Company  shall  pay  the  semi-annual  interest  falling  due  that 
day  on  the  said  several  mortgage  debts  on  the  Ohio  portion  of  the  road, 
commencing  first  on  the  interest  to  the  city  of  Cincinnati,  and  shall 
thereafter  pay  as  it  falls  due,  the  semi-annual  interest  on  said  mortgage 
debts;  and  should  any  surplus  of  net  income  remain  after  the  payments 
herein  provided  for,  on,  and  after  July,  i860,  it  shall  be  applied  and  paid 
pro  rata  as  follows:  First,  to  any  balance  of  semi-annual  interest  due 
July  1,  i860,  on  the  mortgage  bonds  on  the  Ohio  portion  of  said  road 
not  paid  by  the  above  provision  made  for  the  payment  thereof.  Second, 
to  the  payment  of  the  semi-annual  interest  'on  the  overdue  interest  on  said 
mortgage  bond  debts,  capitalized  as  aforesaid.  Third,  to  the  payment  of 
the  overdue  interest  thus  capitalized  on  the  first  of  January,  A.  D.  i860; 
and  to  all  these  payments,  exchange  shall  be  added  at  the  current  rates 
at  Cincinnati  on  New  York. 

Eighth.  And  by  consent  of  counsel  of  said  railroad  company  made  for 
the  purpose  aforesaid,  it  is  further  ordered  by  the  court  that  if  the 
conditions  and  stipulations  herein  provided  be  punctually  kept  and  per¬ 
formed  by  the  said  railroad  company  and  their  officers  operating  said 
road  under  the  order  of  this  court,  the  parties  representing  said  three 
hundred  thousand  dollars  mortgage  bond  debt  will  postpone  the  pay¬ 
ment  of  the  principal  thereof,  and  of  so  much  of  the  overdue  capitalized 
interest  thereon  as  may  remain  unpaid  by  the  provisions  herein  made  for 
the  payment  thereof,  until  the  first  day  of  January,  1865.  And  in  like 
case  the  parties  representing  said  seventy-four  thousand  mortgage  bond 
debt,  will  postpone  the  payment  of  the  principal  debt,  and  of  so  much  of 
the  capitalized  interest  thereon  as  may  not  be  paid  as  aforesaid,  until 
the  first  day  of  January,  A.  D.  1863;  and  the  city  of  Cincinnati  will,  in 
like  case  postpone  the  payment  of  so  much  of  the  said  capitalized 
interest  due  her  as  may  not  be  paid  under  the  provision  of  this  decree 
until  the  first  day  of  January,  1865. 

Ninth.  By  consent  of  counsel,  and  at  the  request  of  parties,  the  better 
to  secure  the  execution  of  this  decree,  by  admitting  the  mortgage  credi¬ 
tors  to  be  represented  in  the  board  of  directors  of  the  company,  it  is 
further  ordered  that  five  vacancies  shall  be  immediately  made  in  the 
board  of  directors  by  voluntary  resignation,  and,  the  said  vacancies  shall 
be  filled  by  five  stockholders  of  said  company.  One  to  be  named  by  the 
city  of  Cincinnati,  two  by  the  representatives  of  the  mortgage  to  Varnum, 
Carlisle  and  Reznor;  one  by  the  representatives  of  the  mortgage  to 


840  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Carlisle  on  the  Ohio  portion  of  the  road;  and  one  by  the  representatives 
oi  the  mortgages  on  the  Indiana  portion  of  the  road;  and  said  represen¬ 
tatives  m  said  board  of  directors  shall  be  thereafter  kept  up  during  the 
continuance  of  this  decree. 

Tenth.  By  the  further  consent  and  agreement  of  counsel  for  the 
purposes  aforesaid,  it  is  further  ordered  by  the  court,  that  in  case  the 
said  railroad  company  shall  fail  to  comply  with  any  of  the  terms  of  this 
c  ecree  in  any  particular  for  a  period  of  sixty  days  after  the  time  stipulated 
lor  such  compliance,  then  the  parties  representing  either  of  said  mort¬ 
gages  on  the  Ohio  portion  of  said  railroad,  may  obtain  from  the  clerk  of 
this  court,  an  order  directed  to  the  sheriff  of  Butler  county  for  the  time 
eing,  who  is  hereby  appointed  a  special  commissioner  for  that  purpose, 
to  execute  this  decree  by  a  sale  of  the  said  mortgaged  property,  subject 
nevertheless  to  the  equities  of  redemption  hereinbefore  expressed  on 
t  e  rights  of  prior  mortgages;  and,  if  such  order  of  sale  shall  be  taken 
out  on  a  prior  mortgage,  on  the  exercise  of  such  equity  of  redemption 
as  to  any  prior  mortgage,  the  sale  shall  be  advertised  and  made  on  the 
express  declaration  that  it  is  subject  to  such  prior  mortgage,  and  shall 
m  no  way  impair  the  legal  or  equitable  rights  of  any  prior  mortgagee;  and 
m  executing  said  order  of  sale  the  sheriff  shall,  in  addition  to  the  adver¬ 
tisement  required  by  law,  insert  the  advertisement  in  some  newspaper 
of  general  circulation  in  the  cities  of  New  York  and  Cincinnati;  and,  in 
case  of  sale  on  a  junior  mortgage,  the  appraisement  shall  be  of  the  prop¬ 
erty  to  be  sold  subject  to  the  prior  mortgages. 

Eleventh.  And  by  consent  of  counsel  further  to  carry  out  the  under¬ 
standing  and  agreement  between  the  parties,  it  is  further  ordered:  That 
in  case  either  of  them,  the  parties  to  the  mortgages  and  deeds  of  trust  in 
this  decree  provided  for,  shall  be  dissatisfied  therewith,  they  may  at  any 
time  between  the  first  of  January  and  the  first  day  of  Julv,  i860  file  a 
written  application  in  court  particularly  specifying  their  objections  to  this 
decree,  and,  move  to  set  the  same  aside;  and,  if  the  court  upon  full  hear¬ 
ing  shall  be  of  opinion  that  right  and  justice  require  the  decree  to  be 
opened  up  and  set  aside,  it  may  so  order  so  far  forth  as  the  decree  at  the 
time  it  is  so  opened  up  shall  not  have  been  already  executed,  and  any 
order  setting  aside  the  decree  shall  so  far  as  it  regards  the  unexecuted 
portion  of  it  restore  the  parties  to  the  respective  rights  and  positions 

m  regard  to  the  matters  m  controversy  which  they  occupied  before  the 
rendition  of  this  decree. 


DECREE  OF  SALE 

•  Of  the  Eaton  and  Hamilton  Railroad. 

Joseph  B.  Varnum,  et  ah,  plaintiffs, 

vs. 

Eaton  and  Hamilton  Railroad  Company,  et  ah,  defendants. 

Butler  Common  Pleas  Court. 

February  Term,  18 66,  to  wit,  February  6,  1866. 

This  day  came  the  parties  to  the  above  entitled  action  by  their  at¬ 
torneys,  and  having  produced  and  filed  a  copy  of  a  plan  and  agreement 


|  No.  1172. 


CORPORATE  HISTORY. 


84I 


for  adjusting  the  liabilities  of  and  reorganizing  the  said  Eaton  and  Ham¬ 
ilton  Railroad  Company,  under  and  by  virtue  of  an  act  of  the  General 
Assembly  of  the  state  of  Ohio,  entitled  an  act  to  regulate  the  sale  of 
railroads  and  the  reorganization  of  the  same,  passed  April  11,  1861,  which 
plan  and  agreement  is  dated  June  1,  1865,  and  which  the  court  finds 
from  inspection  of  the  original  thereof,  and  from  other  proof,  is  signed 
by  more  than  two-thirds  in  interest  of  the  creditors  of  said  Eaton  and 
Hamilton  Railroad  Company,  and  by  more  than  two-thirds  in  interest 
of  the  stockholders  thereof,  and  contains  a  plan  in  writing  for  the  read¬ 
justment  of  the  debts  and  stock  of  said  company  in  conformity  with  the 
provisions  of  the  above  recited  act,  and  also  provides  among  other  things 
that  the  unsecured  debts  of  said  company  incurred  for  repairs  and  run¬ 
ning  expenses  shall  be  paid  in  money. 

And  thereupon  this  cause  coming  on  to  be  heard  upon  the  petition 
and  supplemental  and  amended  petitions  of  the  plaintiffs,  the  answers  of 
the  said  Eaton  and  Hamilton  Railroad  Company,  and  the  separate  an¬ 
swers  and  cross  petitions  of  the  said  defendants,  the  city  of  Cincinnati, 
John  Jones  and  Lawrence  Son  &  Pearce,  and  the  exhibits  and  proofs, 
and  it  being  suggested  and  made  to  appear  to  the  court  that  said  de¬ 
fendant,  John  W.  Hartwell,  trustee,  etc.,  has  by  purchase  and  assign¬ 
ment  thereof,  duly  made,  become  the  holder  and  owner  of  the  claim  of 
the  city  of  Cincinnati  set  up  in  this  suit,  who  now  appears  by  consent 
and  is  hereby  made  a  defendant. 

And  now  the  court  having  fully  considered  the  premises,  doth  by  con¬ 
sent  of  all  parties  find,  adjudge  and  decree  as  follows: 

1st.  That  said  Eaton  and  Hamilton  Railroad  Company  did  execute  in 
due  form  and  deliver  the  two  mortgage  deeds  to  the  said  city  of  Cin¬ 
cinnati,  one  dated  December  27,  1850,  and  the  other  July  13,  1851,  as  set 
forth  in  the  answer  and  cross  petition  of  said  city,  to  secure  one  hundred 
and  fifty  bonds,  each  for  one  thousand  dollars,  then  issued  and  delivered 
by  said  company  to  said  city  in  consideration  of  the  loan  of  money,  and 
payable  in  the  city  of  New  York  27  years  from  the  1st  day  of  January, 
185^  with  interest  thereon  at  the  rate  of  six  per  cent,  per  annum,  pay¬ 
able  half-yearly  on  the  first  days  of  January  and  July  in  each  year  in 
said  city  of  New  York,  which  mortgages  were  duly  recorded,  and  be¬ 
came  and  yet  continue  to  be  a  valid  conveyance  and  incumbrance,  prior 
and  paramount  to  all  others,  upon  the  road  and  other  property  of  said 
company  enumerated  therein,  whether  then  existing  or  subsequently 
acquired;  that  said  Eaton  and  Hamilton  Railroad  Company  failed  and 
neglected  to  pay,  in  said  city  of  New  York  or  elsewhere,  as  it  became 
due,  the  interest  on  said  bonds  from  and  including  the  first  day  of  July, 
1856,  to  and  including  the  first  day  of  January,  i860,  and  still  neglect 
and  refuse  to  pay  the  same,  except  the  sum  of  two  thousand  dollars,  by 
reason  of  which  default,  and  by  the  terms  of  said  deeds  of  mortgage, 
the  same  have  become  absolute;  that  on  the  first  day  of  July,  1865,  be¬ 
sides  the  principal  of  said  bonds,  amounting  to  $150,000,  there  was  due 
on  account  of  said  unpaid  interest,  and  interest  thereon  to  that  date,  the 
sum  of  sixty-three  thousand  four  hundred  and  eighty-eight  79/ 100  dol¬ 
lars,  which  with  said  principal  sum  of  $150,000  is  still  unpaid. 


842  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


2nd.  That  said  Eaton  and  Hamilton  Railroad  Company  did,  on  the 
1st  day  of  January,  1852,  execute  in  due  form  and  deliver  the  mortgage 
deed  of  trust  of  that  date  set  up  in  said  petition,  to  the  then  trustees 
therein  named,  of  whom  said  Joseph  B.  Varnum  and  John  P.  Reznor 
ai  e  the  survivors,  and  upon  whom,  as  such  survivors,  all  the  trusts, 
powers  and  estates  conveyed  or  secured  thereby  have  devolved;  that 
said  mortgage  deed  of  trust  was  duly  recorded  and  yet  continues  to  be 
a  valid  conveyance  and  incumbrance  upon  the  road  and  other  property, 
rights  and  franchises  of  said  company  enumerated  therein,  whether  then 
existing  or  subsequently  acquired;  that  the  entire  series  of  bonds,  three 
hundred  in  number,  each  for  one  thousand  dollars,  dated  January  1, 
1852,  and  payable  to  George  Carlisle  or  bearer  in  the  city  of  New  York 
on  the  1st  day  of  January,  1862,  together  with  interest  warrants  thereto 
attached,  for  the  interest  thereon  at  the  rate  of  seven  per  cent,  per  annum, 
payable  half-yearly,  at  said  city  of  New  York  on  the  first  days  of  Janu¬ 
ary  and  July  in  each  year  as  set  forth  in  said  mortgage  deed  of  trust, 
were  immediately  after  the  execution  and  delivery  of  said  mortgage  deed 
of  trust  to  the  said  trustees  therein  named,  duly  issued  and  negotiated 
by  said  Eaton  and  Hamilton  Railroad  Company,  in  consideration  of  the 
loan  of  money  with  said  interest  warrants  attached,  and  said  bonds  are 
now  outstanding,  and  past  due  and  unpaid,  together  with  such  of  the 
interest  warrants  as  remain  unpaid  in  the  hands  of  numerous  holders, 
and  the  same  are  valid  and  existing  debts,  in  all  respects  entitled  to  the 
security  and  lien  provided  for  them  in  said  mortgage  deed  of  trust. 
That  said  Eaton  and  Hamilton  Railroad  Company  failed  and  neglected 
to  pay  in  said  city  of  New  York  or  elsewhere,  as  they  became  due,  the 
interest  warrants  on  said  bonds,  from  and  including  the  first  day  of 
July,  1856,  to  and  including  the  first  day  of  January,  i860,  and  also  in  like 
manner  failed  and  neglected  to  pay  said  bonds,  amounting  in  the  aggre¬ 
gate  to  the  sum  of  $300,  when  they  became  due,  and  still  neglect  and 
refuse  to  pay  said  interest,  and  the  principal  of  said  bonds,  by  reason 
of  which  default  and  by  the  terms  of  said  mortgage  deed  of  trust,  the 
same  has  become  absolute;  that  on  the  first  day  of  July,  1865,  there  was 
and  still  remains  due  to  the  holders  of  said  bonds,  including  the  prin¬ 
cipal  thereof  and  said  interest  unpaid  with  interest  thereon  to  that  date 
the  sum  of  four  hundred  and  twenty-five  thousand  one  hundred  and 
ninety-eight  15/100  dollars  ($425,198.15). 

3d.  That  said  Eaton  and  Hamilton  Railroad  Company  did,  on  the  first 
day  of  November,  1852,  execute  in  due  form  and  deliver  the  mortgage 
deed  of  tiust  of  that  date  to  the  said  George  Carlisle,  trustee  therein 
named,  since  deceased,  as  set  up  in  the  amended  and  supplemental  peti¬ 
tion  of  the  said  original  plaintiffs,  Varnum,  Carlisle  and  Reznor,  filed 
in  this  case;  that  said  Valentine  Winters  has  by  order  of  this  court  been 
duly  appointed  trustee  in  the  place  and  stead  of  said  George  Carlisle, 
deceased,  in  respect  of  said  mortgage  deed  of  trust  last  above  recited, 
and  has  appeared  in  court  and  accepted  said  trust  and  thereby  became 
and  is  now  vested  with  all  the  right,  title,  powers  and  trusts  which  by 
said  mortgage  deed  of  trust  were  created  and  conferred  upon  and  vested 
in  the  said  George  Carlisle,  deceased;  that  said  last  mentioned  mortgage 


CORPORATE  HISTORY. 


843 


deed  of  trust  was  duly  recorded,  and  was  and  yet  continues  to  be  a  valid 
conveyance  and  incumbrance  upon  the  road  and  other  property,  rights 
and  franchises  of  said  company,  enumerated  therein,  whether  then  in 
existence  or  thereafter  acquired,  subject,  however,  to  the  prior  liens 
thereon  created  by  said  mortgages  made  to  the  city  of  Cincinnati,  and 
said  mortgage  deed  of  trust  to  said  Varnum,  Carlisle  and  Reznor  here¬ 
inbefore  set  out;  that  the  entire  series  of  bonds,  one  hundred  in  number, 
each  for  one  thousand  dollars,  dated  November  first,  1852,  and  payable 
to  George  Carlisle  or  bearer  on  the  first  day  of  January,  1858,  in  the 
city  of  New  York,  together  with  interest  warrants  thereto  attached,  for 
the  interest  thereon  at  the  rate  of  seven  per  cent,  per  annum,  payable 
half-yearly,  at  said  city  of  New  York,  on  the  first  days  of  January  and 
July  in  each  year,  as  set  forth  in  said  mortgage  deed  of  trust,  were 
immediately  after  the  execution  and  delivery  of  said  mortgage  deed  of 
trust  to  the  said  trustee  therein  named  duly  issued,  negotiated  and  sold 
by  said  Eaton  and  Hamilton  Railroad  Company  in  consideration  of  the 
loan  of  money,  with  said  interest  warrants  attached;  that  seventy-four 
(74)  of  said  bonds  are  now  outstanding,  twenty-six  (26),  the  residue 
thereof,  having  been  heretofore  and  before  the  commencement  of  this 
suit  discharged  in  full,  by  act  of  the  parties  holding  the  same,  converting 
the  same  into  the  capital  stock  of  said  company,  and  past  due  and  un¬ 
paid,  together  with  such  of  the  interest  warrants  as  remain  unpaid  with 
the  interest  on  said  bonds  and  interest  warrants  since  they  severally 
became  due,  in  the  hands  of  several  holders  thereof,  and  the  same  are 
valid  and  existing  debts  in  all  respects  entitled  to  the  security  and  lien 
provided  for  them  in  said  mortgage  deed  of  trust;  that  said  Eaton  and 
Hamilton  Railroad  Company  failed  and  neglected  to  pay  in  said  city 
of  New  York  or  elsewhere,  as  they  became  due,  the  interest  warrants 
on  said  74  bonds  from  and  including  the  first  day  of  July,  1856,  except 
for  the  half  year’s  interest  thereon  which  fell  due  on  the  first  day  of 
January,  1861,  amounting  to  the  sum  of  $2590,  and  in  like  manner  failed 
and  neglected  to  pay  said  bonds  when  they  became  due,  or  any  of  the 
interest  thereon  since  due  and  still  so  neglect  and  refuse  to  pay  the  same 
by  reason  of  which  default,  and  by  the  terms  of  said  mortgage  deed  of 
trust,  the  same  has  become  absolute;  that  on  the  first  day  of  July,  1865, 
there  was  and  still  is  due  to  the  holders  of  said  bonds,  including  the 
principal  thereof,  and  the  interest  unpaid,  with  the  interest  thereon  to 
that  date,  the  sum  of  one  hundred  and  thirty-four  thousand  nine  hundred 
and  twenty-three  5/100  dollars  ($134,923.05). 

4th.  That  said  Eaton  and  Hamilton  Railroad  Company  did,  on  the 
first  day  of  July,  1851,  execute  and  issue  in  due  form  of  law  sixty-four 
sterling  bonds  of  that  date,  numbered  from  1  to  64  consecutively,  four 
of  which  numbers  respectively,  16,  32,  48,  64,  were  each  for  four  hundred 
and  seventy-five  (475)  pounds  sterling,  and  the  residue  thereof  each  for 
five  hundred  pounds  (500)  sterling,  all  payable  to  George  Hudson  or 
bearer  at  the  Bank  of  America  in  the  city  of  New  York  on  the  first  day 
of  July,  1871,  with  interest  thereon  at  the  rate  of  seven  pounds  per  cent, 
per  annum,  payable  half-yearly,  at  the  same  place,  on  the  first  days  of 
January  and  July  of  each  year,  for  which  interest  proper  coupons  or 


844  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

interest  warrants  were  attached  to  each  of  said  bonds  as  set  forth  in  the 
several  answers  and  cross  petitions  of  John  Jones,  and  of  Lawrence  Son 
&  Peaice  filed  in  this  cause,  and  that  said  company  did,  as  part  of  the 
same  transaction,  on  the  first  day  of  August,  1851,  make  and  issue  five 
other  sterling  bonds  of  that  date,  each  for  one  hundred  (100)  pounds 
sterling,  payable  to  William  Digby  Seymour  or  bearer,  on  the  first  day 
of  August,  1871,  at  said  Bank  of  America,  in  the  city  of  New  York, 
with  inteiest  thereon  at  the  rate  of  seven  pounds  per  cent,  per  annum, 
payable  half-yearly,  on  the  first  days  of  February  and  August  in  each 
year,  at  the  same  place,  for  which  interest  proper  coupons  or  interest 
warrants  were  attached  to  each  of  said  bonds;  that  all  of  said  bonds 
were  thereupon  negotiated,  sold  and  delivered  by  said  company  to  said 
William  Digby  Seymour  and  others,  in  consideration  of  and  in  pay¬ 
ment  for  four  thousand  tons  or  thereabouts  of  iron  T  rails,  by  them 
then  and  there  sold  and  delivered  to  said  company,  as  set  forth  in  said 
answers  and  cross  petitions  of  said  John  Jones  and  Lawrence  Son  & 
Pearce;  that  all  of  said  bonds  (except  eleven  thereof,  each  for  500  pounds 
sterling,  numbered  respectively  33,  34,  35,  36,  37,  38,  39,  40.  41  and  42), 
which  were  before  the  commencement  of  this  suit  fully  discharged  by 
the  holders  thereof  by  converting  the  same  into  the  capital  stock  of  said 
company,  are  outstanding  in  the  hands  of  said  John  Jones,  Lawrence 
Son  &  Pearce,  and  others  holders  thereof,  and  are,  with  a  large  amount 
of  interest  thereon,  just  and  valid  claims  against  said  company,  and 
wholly  unpaid;  that  on  the  first  day  of  July,  1865,  besides  the  principal 
of  said  bonds,  amounting  in  federal  money  to  one  hundred  and  thirty 
thousand  seven  hundred  and  thirty-four  ($130,734.00)  dollars,  there  was 
due  thereon  on  account  of  interest  warrants  past  due  and  unpaid  and 
interest  thereon  to  that  date,  the  sum  of  one  hundred  and  eleven  thousand 
and  twenty-nine  87/100  ($111,029.87)  dollars. 

5th.  That  said  Eaton  and  Hamilton  Railroad  Company  is  insolvent 
and  unable  to  pay  said  interest  in  arrear  and  said  principal  of  said  bonds 
past  due  as  above  set  out,  from  the  earnings  of  said  road,  or  otherwise, 
and  that  it  is  necessary  and  expedient  to  proceed  without  delay  to  a  fore¬ 
closure  of  said  mortgages  and  said  mortgage  deeds  of  trust,  1st,  2nd 

and  3rd,  above  set  out,  and  a  sale  of  the  road  and  other  property  of  said 
company. 

6th.  And  the  court  does  order,  adjudge  and  decree  that  the  said 
Eaton  and  Hamilton  Railroad  Company  shall,  within  five  days  from  the 
date  of  the  entry  of  this  judgment,  pay  to  the  said  John  W.  Hartwell, 
trustee,  etc.,  as  assignee  of  the  city  of  Cincinnati,  the  said  sum  of  $63,- 
488,79,  so  found  due  on  account  of  unpaid  interest  on  the  principal  of 
said  $150,000.00  in  bonds  and  interest  thereon  since  said  first  day  of 
July,  1865.  Also  to  said  Joseph  B.  Varnum  and  John  P.  Reznor,  sur¬ 
viving  tiustees,  etc.,  said  sum  of  $425,198.15  found  due  as  aforesaid  on 
account  of  principal  and  unpaid  interest  on  said  $300,000.00  issue  of 
bonds  2nd  above  set  out,  and  interest  at  the  rate  of  seven  per  cent,  per 
annum  on  $125,198.15  thereof  being  the  unpaid  interest  on  said  bonds 
from  said  first  day  of  July,  1865.  Also  to  said  Valentine  Winters,  trustee, 
etc.,  said  sum  of  $i34923-05,  found  due  as  aforesaid  on  account  of  prin- 


CORPORATE  HISTORY. 


845 


■cipal  and  interest  unpaid  on  said  $74,000.00  in  bonds  3rd  above  set  out, 
and  interest  thereon  at  the  rate  of  seven  per  cent,  per  annum  from  said 
first  day  of  July,  1865.  Also  to  said  John  Jones,  Lawrence  Son  & 
Pearce,  and  ,  and  others,  holders  of  said  sterling 

bonds  4th  above  set  out  or  to  Henry  Stanberry,  Esq.,  their  attorney, 
said  sum  of  $111,029.87,  found  due  as  aforesaid,  on  account  of  interest 
past  due  and  unpaid,  on  the  principal  of  said  sterling  bonds  4th  above 
set  out,  and  interest  on  said  $111,029.87,  at  the  rate  of  seven  per  cent,  per 
annum,  since  said  first  day  of  July,  1865,  as  well  as  all  interest  warrants 
for  interest  on  said  bonds,  which  have  become  due  and  payable  since 
said  first  day  of  July,  1865,  or  in  default  of  such  payment  of  the  above 
amounts  ordered  to  be  paid,  respectively,  to  the  said  John  W.  Hartwell, 
trustee,  etc,  to  Joseph  B.  Varnum  and  John  P.  Reznor,  surviving  trus¬ 
tees,  etc.,  and  to  said  Valentine  Winters,  trustee,  etc,  that  an  order  of 
sale  issue  as  hereinafter  directed. 

7th.  The  court  further  find,  that  in  default  of  payment  as  aforesaid, 
it  is  for  the  advantage  and  interest  of  the  creditors  and  stockholders  of 
said  Eaton  and  Hamilton  Railroad  Company,  that  said  railroad,  in¬ 
cluding  all  property  and  rights  pertaining  thereto  or  connected  there¬ 
with,  whether  real  or  personal,  shall  be  sold  as  an  entirety,  and  that  it 
is  expedient  to  sell  the  same  without  appraisement,  but  in  order  to 
prevent  sacrifice  and  protect  the  interests  of  all  concerned,  the  court  does 
hereby  fix  and  establish  the  sum  of  five  hundred  and  sixty  thousand 
dollars  as  a  minimum  sum  below  which  no  sale  shall  be  made. 

8th.  If  default  be  made  in  the  payment  of  the  several  amounts  here¬ 
inbefore  adjudged  and  ordered  to  be  paid  respectively  to  said  John  W. 
Hartwell,  trustee,  etc.,  Joseph  B.  Varnum  and  John  P.  Reznor,  sur¬ 
viving  trustees,  etc.,  and  Valentine  Winters,  trustee,  etc.,  then  upon 
such  default  the  clerk  of  this  court  shall,  on  the  application  of  said  par¬ 
ties,  or  either  of  them,  or  of  J.  L.  Minor,  Esq.,  their  attorney,  issue  an 
order  under  the  seal  of  the  court  authorizing  and  directing  Jesse  B. 
Stephens,  who  is  hereby  appointed  a  special  master  commissioner  in  this 
case,  to  proceed  to  offer  at  public  sale  at  the  door  of  the  court  house  of 
Butler  county,  Ohio,  the  entire  railroad  of  the  said  Eaton  and  Hamilton 
Railroad  Company,  as  now  operated  or  heretofore  constructed  and  now 
owned  by  said  company,  and  all  the  franchises,  rights  and  privileges  of 
the  said  Eaton  and  Hamilton  Railroad  Company,  including  the  fran¬ 
chises  to  be  and  act  as  a  corporation,  and  all  the  rolling  stock,  machin¬ 
ery,  fuel,  waste,  materials  and  all  other  property,  real  or  personal,  con¬ 
nected  with  the  operating  and  maintaining  the  road,  or  provided  or 
appropriated  to  these  purposes.  All  which  shall  be  offered  and  sold  as 
an  entirety.  Notice  of  the  time  and  place  of  which  sale  shall  be  given 
by  said  special  commissioner  by  advertisement  in  the  Hamilton  Tele¬ 
graph  and  the  Eaton  Register  for  five  consecutive  weeks,  and  also  weekly 
for  five  consecutive  weeks  in  the  following  Cincinnati  papers,  viz.:  the 
Commercial  Gazette  and  Enquirer,  prior  to  the  day  of  sale,  and  the  said 
special  master  commissioner  is  directed  not  to  receive  any  bid  for  said 
property  for  a  less  sum  than  $560,000.00,  nor  to  entertain  or  accept  any 
bid  unless  the  party  making  the  same  shall  give  to  him  a  guarantee  to 


846  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


his  satisfaction  for  the  payment  of  the  amount  of  the  bid  at  the  con¬ 
firmation  of  the  sale,  but  if  it  should  happen  that  the  said  property  shall 
be  stiuck  off  to  or  on  behalf  of  the  trustees  authorized  to  purchase  the 
same  under  said  scheme  or  plan  of  capitalization,  then  no  guarantee  is- 
to  be  required,  nor  shall  such  purchase  involve  said  trustees  in  any 
individual  liability  for  the  payment  of  the  purchase  money,  and  the  said 
special  master  commissioner  is  ordered  to  make  report  of  his  proceed¬ 
ings  under  this  order  to  the  present  term  of  this  court,  for  the  con¬ 
firmation  of  such  sale,  or  other  order,  that  may  then  be  proper,  and  if 
it  should  happen,  for  any  cause,  that  no  sale  shall  be  made  on  the  date 
fixed  by  the  advertisement,  the  said  special  master  commissioner  may 
then  adjourn  said  sale  to  another  day  within  a  period  of  twenty  days 
thereafter. 

8th.  All  other  matters  not  herein  settled,  and  all  questions  touching 
the  distribution  of  the  proceeds  of  sale  to  such  creditors,  or  others  as 
may  not  be  parties  to  said  plan  of  capitalization,  are  reserved  for  the 
further  order  of  this  court. 

DECREE  OF  CONFIRMATION  OF  SALE. 

Joseph  B.  Varnum,  etc.,  et  al.,  plaintiffs, 


vs. 

Eaton  and  Hamilton  Railroad  Company,  et  al.,  defendants. 

Butler  Common  Pleas  Court. 
February  Term,  1866,  to  wit,  March  24,  18 66. 


Jesse  B.  Stephens,  the  special  master  commissioner  in  this  cause  having 
returned  into  court,  dated  February  13,  1866,  in  pursuance  of  the  judg¬ 
ment  or  decree  herein  made  and  entered  on  the  6th  day  of  February, 
1 866,  of  this  court,  with  his  report  and  return  of  his  proceedings  in  the 
execution  of  said  order,  whereby  it  appears  that  he  as  such  special  mas¬ 
ter  commissioner,  in  obedience  to  the  command  of  such  order,  caused 
said  railroad  and  other  property,  rights,  franchises,  etc.,  of  said  Eaton 
and  Hamilton  Railroad  Company  to  be  advertised  for  sale  in  the  several 
newspapers  specified  in  said  judgment  or  decree,  viz.:  in  the  Eaton 
Register,  the  Hamilton  Telegraph,  the  Cincinnati  Commercial,  the  Cin¬ 
cinnati  Gazette,  and  the  Cincinnati  Enquirer,  for  five  consecutive  weeks 
and  more  than  thirty  days  next  preceding  the  17th  day  of  March,  A.  D. 
1866,  copies  of  which  said  advertisements  with  due  proof  of  such  pub¬ 
lication  the  court  finds  have  been  filed  in  this  cause;  and  that  on  said 
17th  day  of  March,  A.  D.  1866,  between  the  hours  of  12  o’clock  M.  and 
3  o  clock  P.  M.,  at  the  door  of  the  court  house  in  the  city  of  Hamilton, 
in  the  county  of  Butler  and  state  of  Ohio,  being  the  time  and  place  of 
said  sale  so  advertised,  he  offered  and  exposed  to  sale  by  public  vendue 
said  railroad  and  other  property,  rights,  franchises,  etc.,  of  said  Eaton 
and  Hamilton  Railroad  Company  so  ordered  to  be  sold,  and  Stephen  M. 
Blake,  Ezekiel  W.  McGuire  and  John  L.  Minor  as  trustees  for  the 
parties  to  the  agreement  for  readjusting  the  indebtedness  of  and  reor¬ 
ganizing  said  Eaton  and  Hamilton  Railroad  Company,  dated  June  1st, 


CORPORATE  HISTORY. 


847 


1865,  then  and  there  bidding  for  the  same  the  sum  of  five  hundred  and 
sixty  thousand  (560,000)  dollars,  and  their  said  bid  being  the  highest  and 
best  bid  therefor,  and  being  the  minimum  sum  for  which  a  sale  thereof 
is  authorized  by  said  judgment  or  decree,  he  then  and  there  struck  off 
and  sold  the  same  to  them  at  and  for  their  said  bid. 

And  the  said  plaintiffs,  Joseph  B.  Varnum  and  John  P.  Reznor,  sur¬ 
viving  trustees,  etc.,  and  Valentine  Winters,  trustee,  etc.,  by  counsel  now 
moving  the  court  to  confirm  said  report  and  sale,  and  no  party  or  per¬ 
son  interested  objecting  thereto,  the  court  having  carefully  examined 
the  same  does  thereupon  find  that  the  said  proceedings  and  sale  by  the 
said  special  master  commissioner  were  had  and  made  according  to  law, 
and  in  all  respects  in  conformity  with  the  said  judgment  or  decree  of 
this  court,  made  and  entered  in  this  cause  on  said  6th  day  of  February, 
A.  D.  1866. 

It  is  therefore  by  the  court  ordered  that  said  proceedings  and  sale  be 
and  the  same  are  hereby  in  all  respects  approved  and  confirmed.  And 
it  is  by  the  court  further  ordered  that  the  said  Jesse  B.  Stephens  as 
such  special  master  commissioner  execute  and  deliver  to  the  said  pur¬ 
chasers,  Stephen  M.  Blake,  Ezekiel  W.  McGuire  and  John  L.  Minor, 
trustees  as  aforesaid,  a  good  and  sufficient  deed  in  fee  simple  for  said 
property,  viz.:  the  entire  railroad  which  was  of  the  said  Eaton  and 
Hamilton  Railroad  Company  as  now  operated  or  heretofore  constructed 
and  owned  by  said  company,  including  the  line  of  railroad  extending 
from  the  north  bank  of  the  Great  Miami  river,  about  two  and  one- 
quarter  miles  above  the  city  of  Hamilton,  in  Butler  county,  Ohio,  north¬ 
wardly  to  Eaton  in  Preble  county;  thence  westwardly  to  the  boundary 
line  between  the  states  of  Ohio  and  Indiana,  together  with  all  the  fran¬ 
chises,  rights  and  privileges  of  the  said  Eaton  and  Hamilton  Railroad 
Company,  including  the  franchise  to  be  and  act  as  a  corporation,  the 
right  of  way  and  land  occupied  by  said  railroad,  and  all  rails  and  other 
materials  used  therein  or  procured  therefor,  buildings,  bridges,  depot 
grounds  and  all  the  rolling  stock,  machinery,  fuel,  waste,  materials  and 
all  other  property,  real  and  personal,  connected  with  the  operating  and 
maintaining  of  said  railroad  or  provided  or  appropriated  therefor,  to¬ 
gether  with  the  contracts,  credits  and  incomes  of  the  said  Eaton  and 
Hamilton  Railroad  Company. 

And  it  appearing  to  the  court  that  the  said  judgment  or  decree  of 
February  6,  1866,  and  said  sale  of  said  railroad  and  other  property, 
franchises,  etc.,  in  pursuance  thereof,  as  well  as  said  purchase  thereof 
by  said  trustees,  are  for  the  purpose  of  readjusting  the  liabilities  of  and 
reorganizing  said  Eaton  and  Hamilton  Railroad  Company  under  and 
by  virtue  of  an  act  of  the  General  Assembly  of  the  state  of  Ohio,  en¬ 
titled  “  An  act  to  regulate  the  sale  of  railroads  and  the  reorganization 
thereof,”  passed  April  11,  1861,  and  in  pursuance  of  an  agreement  in 
writing,  dated  June  1,  1865,  containing  a  plan  for  such  readjustment  and 
reorganization,  etc.,  signed  by  more  than  two-thirds  in  interest  of  the 
creditors  and  more  than  two-thirds  in  interest  of  the  stockholders  of 
said  Eaton  and  Hamilton  Railroad  Company,  a  copy  of  which  said 
agreement  has  been  heretofore  filed  in  this  case,  and  that  the  deed  for 


848  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


said  railroad  and  other  property,  franchises,  etc.,  above  ordered  to  be 
executed  and  delivered  by  said  special  master  commissioner  to  said  pur¬ 
chasers,  Stephen  M.  Blake,  Ezekiel  W.  McGuire  and  John  L.  Minor,  as 
trustees  on  behalf  of  the  parties  to  said  agreement  named  and  appointed 
by  said  agreement  is  for  the  purpose  of  enabling  them  the  more  effectu¬ 
ally  to  execute  the  trusts  thereby  devolved  upon  them  in  carrying  into 
complete  effect  such  readjustment  of  the  liabilities  and  reorganization 
of  said  railroad  company,  and  it  being  represented  and  shown  to  the 
court  that  said  trustees  have  within  their  possession  or  within  their 
control  more  than  two-thirds  in  interest  of  the  several  classes  of  bonds 
with  the  coupons  thereto  belonging,  the  entire  amounts  of  which  with 
interest  thereon  to  the  period  therein  specified  are  found  in  and  by  said 
judgment  or  decree  of  February  6,  1866,  and  which  by  the  terms  of  said 
agreements  are  to  be  adjusted  and  settled  as  therein  provided  by  five 
hundred  and  sixty  thousand  (560,000)  dollars  in  bonds  to  be  issued  by 
said  reorganized  company  and  secured  by  mortgage  deed  of  trust  made 
by  said  reorganized  company  on  said  railroad  and  other  property,  fran¬ 
chises,  etc.,  which  bonds  are  to  be  issued  and  mortgage  deed  of  trust 
executed  and  each  delivered  to  said  trustees  at  the  same  time  that  they, 
the  said  trustees,  execute  and  deliver  to  said  reorganized  company  a 
conveyance  of  said  railroad  and  other  property,  franchises,  etc.,  as  con¬ 
templated  by  said  act  and  said  agreement  in  pursuance  thereof,  and 
inasmuch  as  the  real  consideration  for  said  sale  is  to  be  paid  by  said 
reorganized  company  in  five  hundred  and  sixty  thousand  (560,000)  dollars 
in  bonds  secured  as  aforesaid,  and  as  some  time  must  elapse  before  said 
reorganized  company  can  be  legally  organized, 

It  is  therefore  by  the  court  ordered,  that  said  judgment  or  decree  of 
February  6,  18 66,  be  and  continue  a  lien  on  said  railroad  and  other 
property,  franchises,  etc.,  notwithstanding  the  said  sale  and  conveyance 
thereof,  until  (but  not  after)  the  conveyance  thereof  by  said  trustees  to 
said  reorganized  company  and  the  execution  and  delivery  by  said  re¬ 
organized  company  to  said  trustees  of  said  five  hundred  and  sixty  thou¬ 
sand  (560,000)  dollars  in  bonds  and  said  mortgage  deed  of  trust  securing 
the  same  as  aforesaid,  until  which  period  it  is  by  the  court  further  ordered 
that  said  railroad  and  property  be  managed  and  operated  as  heretofore 
under  and  by  virtue  of  the  order  for  that  purpose  made  in  the  com¬ 
promise  decree  of  this  court  in  this  cause  of  July  13,  1859. 

And  it  is  further  ordered  that  this  cause  stand  for  the  purpose  of  mak¬ 
ing  any  further  or  other  order  or  orders  in  the  premises,  which  may  be 
considered  necessary  and  proper 

AGREEMENT 

For  the  Reorganization  of  the  Eaton  and  Hamilton  Railroad 

Company. 

June  1,  1865. 

The  city  of  Cincinnati,  holder  of  one  hundred  and  fifty  thousand  dol¬ 
lars  in  the  bonds  of  said  Eaton  and  Hamilton  Railroad  Company,  known 
as  the  first  mortgage  bonds,  party  of  the  first  part,  the  holders  of  three 


CORPORATE  HISTORY. 


849 


hundred  thousand  dollars  in  the  bonds  of  said  company,  known  as  the 
second  mortgage  bonds,  party  of  the  second  part;  the  holders  of  seventy- 
four  thousand  dollars  in  the  bonds  of  said  company,  known  as  the  third 
mortgage  bonds,  parties  of  the  third  part;  the  holders  of  twenty-six 
thousand  nine  hundred  pounds  sterling  (equal  in  federal  money  to  one 
hundred  and  thirty  thousand  seven  hundred  and  thirty-four  dollars)  in 
the  bonds  of  said  company,  known  as  the  sterling  or  iron  bonds,  parties 
of  the  fourth  part  (being  all  the  bonded  debt  of  said  company);  the 
holders  of  the  capital  stock  of  said  company,  parties  of  the  fifth  part; 
and  said  Eaton  and  Hamilton  Railroad  Company,  party  of  the  sixth  part, 
under  and  by  virtue  of  an  act  of  the  General  Assembly  of  the  state  of 
Ohio,  entitled  “  An  act  to  regulate  the  sale  of  railroads  and  the  reor¬ 
ganization  of  the  same,”  passed  April  11,  1861,  hereby  agree  upon  the 
following  plan  for  readjusting  the  indebtedness  of  and  reorganizing  said 
Eaton  and  Hamilton  Railroad  Company,  viz.: 

1st.  The  court  of  common  pleas  of  Butler  county  may  proceed  in 
the  case  of  Joseph  B.  Varnum  et  al.,  trustees,  etc.,  against  said  Eaton 
and  Hamilton  Railroad  Company  et  ah,  now  pending  in  said  court,  to 
render  a  further  judgment  or  decree  in  said  cause,  for  the  amount  due 
and  owing  by  said  company,  on  the  first  day  of  July,  1865,  upon  each 
of  said  several  issues  of  bonds  above  recited  (except  for  the  semi-annual 
interest,  falling  due  on  said  first  day  of  July,  1865,  on  said  $150,000  in 
bonds  held  by  the  city  of  Cincinnati,  and  on  said  $300,000  in  bonds  known 
as  second  mortgage  bonds,  which  said  company  is  to  pay  in  cash  when 
due);  and  thereupon,  under  and  by  virtue  of  such  judgment  or  decree 
all  the  property  of  said  company  embraced  in  the  several  mortgages  or 
deeds  of  trust  securing  said  indebtedness,  together  with  all  rights  and 
franchises  of  said  company,  including  the  franchise  of"  being  a  corpora¬ 
tion,  shall  be  sold  as  provided  in  section  one  of  the  above  recited  act. 

2nd.  S.  M.  Blake,  of  New  York,  Ezekiel  W.  McGuire,  of  Preble 
•county,  Ohio,  and  John  L.  Minor,  of  Cincinnati,  are  hereby  constituted 
and  appointed  trustees,  who,  or  the  survivors  or  survivor  of  whom,  shall 
purchase  said  railroad,  property  and  franchises,  at  such  sale  on  behalf  of 
the  said  bondholders,  parties  to  this  agreement,  and  shall  do  and  per¬ 
form  all  the  several  matters  and  things  devolved  upon  such  trustees  by 
said  act  above  recited. 

3rd.  At  a  meeting  for  the  reorganization  of  said  railroad  company, 
provided  for  in  the  2nd  section  of  said  act,  each  bondholder  and  stock¬ 
holder  shall  be  entitled  to  vote  on  behalf  of  the  bonds  or  stock  appor¬ 
tioned  to  him  by  this  agreement. 

4th.  Upon  a  sale  of  said  railroad,  property,  franchises,  etc.,  and  a 
reorganization  of  said  railroad  company,  and  a  conveyance  to  such  re¬ 
organized  company  by  the  said  trustees,  the  survivors  or  survivor  of 
them,  of  said  railroad,  property,  franchises,  etc.,  including  the  franchise 
of  being  a  corporation,  such  reorganized  company  shall  forthwith  issue 
bonds  of  suitable  denomination  to  the  amount  of  five  hundred  and  sixty 
thousand  ($560,000)  dollars,  which  shall  bear  date  the  first  day  of  July, 
1865,  and  payable  to  or  bearer,  in  the 

city  of  New  York,  thirty  years  after  date,  with  interest  from  date,  at  the 

54 


850  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


rate  of  seven  per  cent,  per  annum,  payable  half-yearly,  on  the  first  days 
of  January  and  July,  in  said  city  of  New  York,  for  the  payment  of  which 
interest,  proper  interest  warrants  shall  be  attached  to  each  of  said  bonds; 
and  shall  secure  the  payment  of  said  bonds  with  the  interest  thereon,  by 
mortgage  deed  of  trust  in  the  usual  form,  made  to  said  trustees,  the 
survivors  or  survivor  of  them,  of  the  said  railroad,’ and  all  other  property, 
rights,  franchises  and  revenues  of  said  reorganized  railroad  company, 
including  the  franchise  of  being  a  corporation.  But  said  bonds  before 
being  issued  and  delivered  as  hereinafter  provided,  shall  be  certified  and 
endorsed,  but  without  responsibility  or  recourse,  by  said  trustees,  the 
survivors  or  survivor  of  them. 

5th.  Said  five  hundred  and  sixty  thousand  dollars  in  bonds  shall  be 
paid  and  distributed  as  follows,  viz.: 

One  hundred  and  fifty  thousand  dollars  thereof  to  the  city  of  Cincin¬ 
nati,  party  of  the  first  part. 

Three  hundred  thousand  dollars  thereof  to  the  holders  of  said  three 
hundred  thousand  second  mortgage  bonds,  parties  of  the  second  part. 

Forty  thousand  dollars  thereof,  pro  rata,  to  the  holders  of  said  seventy- 
four  thousand  third  mortgage  bonds,  parties  of  the  third  part. 

And  seventy  thousand  dollars  thereof,  pro  rata,  to  the  holders  of  said 
sterling  or  iron  bonds,  parties  of  the  fourth  part. 

Said  five  hundred  and  sixty  thousand  dollars  in  said  bonds,  paid  and 
distributed  as  aforesaid,  to  said  bonded  creditors,  shall  be  in  full  satis¬ 
faction  of  their  respective  subsisting  claims,  the  evidence  of  which  shall 
be  delivered  up  and  cancelled;  provided,  however,  that  the  receipt  of 
three  hundred  thousand  dollars  in  said  bonds,  by  said  parties  of  the 
second  part,  shall  not  affect  an  existing  arrangement  between  them  and 
said  company,  whereby,  as  a  further  consideration  to  them  for  entering 
into  this  agreement,  said  company  is  to  pay  them  twelve  thousand  dol¬ 
lars  in  cash  when  this  agreement  is  executed  by  a  majority  of  two-thirds 
in  interest  of  the  holders  of  said  several  issues  of  bonds,  and  two-thirds 
in  interest  of  the  stockholders  of  said  company;  and  to  be  indemnified 
and  saved  harmless  by  said  company,  from  all  costs,  attorney  fees  and 
expenses,  on  account  of  the  present  proceedings  to  adjust  the  liabilities 
of  and  reorganize  said  railroad  company. 

6th.  All  unsecured  debts  of  said  Eaton  and  Hamilton  Railroad  Com¬ 
pany,  incurred  for  repairs  and  operating  expenses  of  said  railroad,  made 
prior  to  said  reorganization  of  said  company,  and  unpaid  at  that  time, 
shall  be  paid  in  cash. 

7th.  The  capital  stock  of  said  reorganized  company  shall  correspond 
in  amount  and  number  of  shares  with  the  present  capital  stock  and 
shares  of  the  original  company;  and,  on  presentation  by  the  holders, 
who  sign  this  agreement,  of  such  original  shares  to  said  reorganized 
company,  certificates  for  the  new  stock  shall  be  issued  and  delivered, 
and  the  old  certificates  given  up  and  cancelled. 

Signed  by  following  parties:  City  of  Cincinnati,  by  John  W.  Hartwell, 
trustee,  assignee  of  the  city  of  representing  150  first  mortgage  bonds, 
amounting  to  $150,000;  by  55  persons  holding  $286,000  second  mortgage 
bonds;  by  4  persons  representing  $74,000  of  third  mortgage  bonds;  by 


CORPORATE  HISTORY.  85  I 

' 

Ij 

Henry  Stanbery  for  holders  of  £32,100  sterling  or  iron  bonds;  by  holders 
of  13,772  shares  capital  stock;  by  Eaton  and  Hamilton  Railroad  Com¬ 
pany. 

Cincinnati,  June  1,  1865. 

I- 

MORTGAGE. 

Eaton  and  Hamilton  Railroad  Company  to  James  H.  McWi-iinney. 

Dated  July  1,  1856. 

Covering  rolling  stock,  fixtures,  etc. 

Whereas,  Lurton  Dunham,  Archibald  Campbell,  Thomas  McWhinney, 
Geo.  D.  Hendricks,  David  M.  Morrow,  James  E.  Young,  James  H. 
McWhinney,  James  Neel,  William  Pottinger,  John  W.  Erwin,  Isaac  C. 
Railsback,  and  David  Barnet,  on  the  5th  day  of  January  last,  with  the 
view  of  enabling  the  Eaton  and  Hamilton  Railroad  Company  to  sustain 
its  credit,  voluntarily  entered  into  an  agreement  guaranteeing  each  to 
the  others  equality  and  mutuality  of  risk  and  of  loss  resulting  to  them  or 
to  any  of  them  from  endorsement  or  other  form  of  undertaking  to  pay 
the  proper  indebtedness  of  the  company,  and  have  under  that  agreement 
already  become  individually  liable  for  debts  of  the  company  amounting 
to  more  than  sixty  thousand  dollars;  And  whereas,  in  some  cases  with 
and  in  others  without  them,  Alfred  H.  Stephens,  Barnets  &  Whiteside, 
E.  W.  McGuire,  John  Marsh,  Joseph  Torrence,  Lewis  B.  Ogden,  James 
M.  Starr,  S.  B.  W.  McLean  and  Hugh  McBirney,  not  parties  to  said 
agreement,  have  also  become  individually  bound  for  debts  of  the  com¬ 
pany  amounting  in  the  aggregate  to  more  than  fifty  thousand  dollars; 
And  whereas,  it  is  desirable  that  such  accommodations  shall  be  con¬ 
tinued  by  renewals  of  present  and  undertakings  upon  subsequently  ac¬ 
cruing  liabilities;  And  whereas,  the  board  of  directors  of  the  company, 
deeming  it  but  just  that  all  who  have  thus  loaned  or  may  hereafter  loan 
their  names  and  credit  to  the  company  should  to  the  extent  of  its  ability 
be  protected  against  loss  therefrom,  on  the  24th  day  of  June,  1856,  adopted 
a  resolution  “  that  the  president  be  authorized  and  directed  to  execute 
to  James  H.  McWhinney,  Esq.,  a  chattel  mortgage  on  all  the  rolling 
stock  and  other  movable  property  of  the  company  upon  such  trusts  as 
may  be  deemed  properly  adapted  to  the  securing  of  all  against  loss  from 
such  undertakings.”  Now,  therefore,  the  said  Eaton  and  Hamilton 
Railroad  Company,  in  consideration  of  the  premises  aforesaid,  and  in 
pursuance  of  its  said  resolution,  does  hereby  grant,  convey  and  confirm 
unto  the  said  James  H.  McWhinney,  Esq.,  all  the  rolling  stock  and 
other  movable  property  owned  by  it  and  named  and  referred  to  in  the 
schedule  herein  contained  upon  the  trusts  and  for  the  purposes  hereinafter 
named. 

To  enable  the  company  to  continue  its  business,  in  which  all  hope  to 
find  the  best  security  against  loss,  it  reserves  the  right  of  resuming  and 
retaining  the  possession  and  the  use  of  any  and  all  of  such  property  as 
may  be  required  in  the  carrying  on  of  its  legitimate  railroad  business, 
expressly  stipulating  to  keep  the  same  in  good  repair,  quality  and  value; 
and  in  that  condition  to  redeliver  it  to  the  said  trustee  upon  the  hap- 


852  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


pening  of  either  of  the  contingencies  herein  provided  for,  that  is  to  say: 
If  the  said  company  shall  at  any  time  fail  to  meet  by  payments,  or  by 
satisfactory  renewal,  any  of  its  proper  debts  thus  individually  endorsed 
or  secured,  or  shall  fail  to  keep  the  property  thus  retained  and  used  in 
such  good  repair,  quantity  and  value  while  any  of  the  said  undertakings 
remain  outstanding,  the  said  trustee  may,  or  on  application  of  a  majority 
of  those  in  risk,  shall  enter  upon  and  resume  the  possession  of  said 
property,  or  of  such  portions  thereof  as  may  be  deemed  sufficient;  and 
after  reasonable  notice  sell  the  same  for  the  best  attainable  price,  and 
apply  the  net  proceeds  to  the  payment  of  such  menacing  liabilities,  pay¬ 
ing  over  the  overplus  if  any  to  the  company. 

And  it  is  hereby  further  stipulated  by  said  company  that,  upon  the 
happening  of  the  death,  incapacity  or  declination  of  said  trustee,  it  will, 
by  its  president  or  otherwise,  immediately  appoint  another,  who  shall, 
on  accepting  said  appointment  thereby  and  by  mere  operation  of  this 
instrument  and  the  law  of  the  land,  succeed  to  all  the  rights,  privileges 
and  liabilities  of  the  trust  as  fully  and  to  all  intents  and  purposes  as  if 
he  had  been  the  original  appointee  and  thus  named  in  this  mortgage. 


SCHEDULE  OF  PROPERTY. 

Three  locomotive  engines,  to  wit,  “No.  1,”  $7500;  “Jefferson,” 


$6000;  and  “  Pioneer,”  $5500  . $19,000 

Freight  cars  Nos.  1,  2  and  3,  $300  each,  and  Nos.  01  to  052  in¬ 
clusive  $550  each  .  29,500 

Eight  hand  cars,  $150  each,  and  6  truck  cars,  $100  each .  1,800 

Gravel  cars,  $200  each,  45  .  9.000 

Iron  rails,  40  tons,  $60 .  2,400 

40  shovels,  50  cts.;  20  picks,  50  cts. ;  20  tamping  bars,  50  cts .  40 

Chisels,  saws,  axes,  wrenches,  augers,  claws  and  pinch  bars .  60 

One  stationary  engine  and  boiler  at  Richmond,  $700;  lathe  and 

planer  at  Richmond,  $800 .  1,500 

Drill  press,  $125;  wheel  borer,  $300;  wheel  press,  $175;  circular  saw 

and  table  at  Richmond,  $20 .  620 

Vises,  anvils,  jackscrews,  ropes  and  blocks,  chains  and  hand  tools, 

$500;  4  head  lights,  $75  each  .  800 

620  cords  wood  in  parcels  at  and  between  the  several  stations  along 
the  road,  estimated  to  be  worth,  being  partly  sawed  up,  $2  per 
cord  .  1,240 


At  the  several  stations  and  offices  of  the  company:  11  desks,  1 
bureau,  1  case  drawers,  2  platform  scales,  3  manifest  presses, 

1  corporate  seal  press,  2  iron  safes,  5  large  maps  on  rollers,  1 
bed  and  bedding,  89  lights  glazed  windows,  one  set  engineers 
and  surveyors’  instruments,  2  doz.  Windsor  chairs,  7  stoves 
and  10  warehouse  trucks,  in  all  to  .  1,800 


Total  proximate  value  .... 
Attest: 

J.  B.  STEPHENS,  Secretary. 


. $74,970 

DAVID  BARNET,  President. 


Recorded,  Butler  county,  Ohio,  vol.  15,  page  244. 


CORPORATE  HISTORY. 


853 


MORTGAGE. 

Eaton  and  Hamilton  Railroad  Company  to  David  M.  Morrow. 

Dated  January  14,  1858. 

Covering  the  portion  of  road  in  Indiana. 

Whereas,  James  E.  Young,  James  H.  McWhinney,  James  Neel,  James 
M.  Starr,  William  Pottinger,  John  W.  Erwin,  Isaac  C.  Railsback,  David 
Barnet,  Lurton  Dunham,  Archibald  Campbell,  Thomas  McWhinney, 
,  Geo.  D.  Hendricks,  David  M.  Morrow  and  Barnets  &  Whiteside  have, 
each  of  them  at  the  request  of  the  Eaton  and  Hamilton  Railroad  Com¬ 
pany,  from  time  to  time,  as  its  necessities  required,  made  themselves 
individually  and  personally  liable,  by  endorsements  and  otherwise,  for 
its  debts,  to  an  amount  in  the  aggregate  of  some  thirty  thousand  dollars, 
and  are  still  continuing  thus  to  accommodate  the  company:  And 
whereas,  the  board  of  directors  of  said  company  believing  it  to  be  but 
just  that  they  should  be  secured  against  loss  on  account  of  their  said 
undertakings,  on  the  thirty-first  day  of  December,  1857,  “  Resolved,  That 
the  president  be  authorized  and  directed  to  convey  to  a  trustee  the  In¬ 
diana  portion  of  the  road,  with  its  appurtenances,  to  be  held  by  such 
trustee  as  a  security  to  those  who  have  endorsed  or  otherwise  become 
liable  for  the  debts  of  the  company.”  Now,  therefore,  the  said  Eaton 
and  Hamilton  Railroad  Company,  in  consideration  of  the  premises  afore¬ 
said,  does  hereby  grant,  convey  and  confirm  unto  David  M.  Morrow, 
Esquire,  as  such  trustee,  his  heirs  and  assigns,  the  Indiana  portion  of  the 
Eaton  and  Hamilton  Railroad,  with  its  appurtenances.  That  is  to  say, 
all  of  that  part  of  said  road  originally  constructed  and  known  as  the 
Richmond  and  Miami  Railroad,  extending  from  the  east  line  of  the 
state  of  Indiana  to  the  city  of  Richmond,  in  the  county  of  Wayne,  with 
its  rights  of  way,  superstructure,  iron  rails,  side  tracks,  station  grounds 
and  structures,  offices,  workshops,  turntables  and  other  appurtenances, 
with  the  future  incomes  arising  therefrom,  subject,  however,  to  former 
liens  and  incumbrances  on  the  following  trusts:  If  the  said  company 
shall  at  any  time  fail  to  pay,  to  the  extent  of  the  remaining  net  earnings 
of  the  property,  or  meet  by  satisfactory  renewals,  any  of  its  liabilities  thus 
secured  by  individual  endorsement  or  other  form  of  undertaking  by 
any  or  either  of  those  for  whose  protection  this  trust  has  been  created, 
the  said  David  M.  Morrow,  Esq.,  or  his  heirs  or  successors  in  the  trust 
may,  as  such  trustee  and  attorney  in  fact  of  the  company,  by  himself, 
or  by  such  other  competent  person  or  persons  as  he  or  they  may  think 
proper  to  appoint,  enter  into  and  take  possession  of  the  entire  property 
conveyed  and  use  and  run  the  same,  receive  the  proceeds  thereof,  keep 
it  in  repair,  provide  for  outstanding  prior  liens,  and  apply  the  remaining 
net  earnings  to  the  payment  of  the  said  individually  secured  liabilities 
until  all  shall  be  paid;  when  the  said  entire  property  shall,  by  mere 
operation  of  this  deed  and  the  said  operations  under  it,  revert  and  be 
redelivered  to  said  Eaton  and  Hamilton  Railroad  Company.  And  it  is 
further  expressly  stipulated  that,  upon  the  happening  of  the  death,  in¬ 
capacity  or  declination  of  the  present  trustee  the  said  Eaton  and  Hamil- 


854  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

ton  Railroad  Company  will,  by  its  president  or  otherwise,  immediately 
appoint  another,  who  on  accepting  said  appointment  shall  ipso  facto 
succeed  to  and  be  invested  with  all  the  rights,  privileges  and  liabilities 
of  the  trust,  as  fully  in  every  respect  as  he  would  have  been  if  he  had 
instead  of  the  said  David  M.  Morrow,  Esquire,  been  the  original  ap¬ 
pointee  and  so  named  in  this  instrument  In  witness  whereof,  I  have 
by  order  of  the  board  of  directors  of  the  said  Eaton  and  Hamilton  Rail¬ 
road  Company  hereunto  subscribed  my  name  as  its  president,  and  caused 
the  corporate  seal  of  the  company  to  be  affixed,  and  the  same  to  be 
countersigned  by  the  secretary  the  14th  day  of  January,  A.  D.  1858. 

DAVID  BARNET, 
President  E.  &  H.  R.  R.  Co. 

J.  B.  STEPHENS,  Secretary. 

Witness: 

JAMES  O.  LEAS, 

J.  G.  McNUTT. 

Acknowledged  before  Joseph  G.  McNulty,  notary  public,  Preble 
county,  Ohio,  January  14,  1858. 

Recorded,  Wayne  county,  Indiana,  January  16,  1858,  Mortgage  Record 
7,  page  54. 

MORTGAGE. 

Eaton  and  Hamilton  Railroad  Company  to  Nicholas  W.  Thomas, 

Trustee. 

Dated  April  20,  1857. 

Securing  $1,000,000  bonds  of  $1000  each,  dated  April  20,  1857,  payable 
January  1,  1878,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  twentieth  day  of  April,  A.  D.  eighteen  hun¬ 
dred  and  fifty-seven,  between  the  Eaton  and  Hamilton  Railroad .  Com¬ 
pany,  a  corporation  of  the  states  of  Ohio  and  Indiana  in  virtue  of  the 
consolidation  hereinafter  mentioned,  party  of  the  first  part,  and  Nicholas 
W.  Thomas,  Esquire,  of  the  city  of  Cincinnati,  party  of  the  second  part, 
witnesseth: 

That  whereas,  The  Eaton  and  Hamilton  Railroad  Company,  an  orig¬ 
inal  corporation  created  by  the  state  of  Ohio,  and  the  president  and 
directors  of  the  Richmond  and  Miami  Railroad  Company,  an  original 
corporation  created  by  the  state  of  Indiana,  have  by  virtue  of  their 
respective  charters  and  laws  of  said  states  of  Ohio  and  Indiana,  them 
thereto  enabling  become  merged  and  consolidated  into  one  corporation 
under  the  style  of  “  The  Eaton  and  Hamilton  Railroad  Company,”  the 
said  party  of  the  first  part,  as  will  more  fully  and  at  large  appear  by  the 
written  agreement  of  consolidation,  bearing  date  November  the  twenty- 
first,  A.  D.  eighteen  hundred  and  fifty-four,  reference  to  which  is  hereby 
had.  And  whereas  the  board  of  directors  of  said  party  of  the  first  part, 
on  the  seventh  of  April,  A.  D.  eighteen  hundred  and  fifty-seven,  did 
adopt  the  following  resolutions:  “  Resolved,  That  the  better  to  enable 
this  corporation  to  accomplish  the  objects  of  its  creation,  this  board 


CORPORATE  HISTORY. 


855 

will  issue  upon  the  credit  of  the  company  under  its  corporate  seal  and 
the  president’s  signature,  with  the  counter  signature  of  the  secretary,  one 
thousand  bonds  for  the  sum  of  one  thousand  dollars  each,  payable  to 
Nicholas  W.  Thomas,  Esquire,  or  bearer,  at  the  Bank  of  America,  in 
the  city  of  New  York,  on  the  first  day  of  January,  in  the  year  of  our 
Lord  one  thousand  eight  hundred  and  seventy-eight:  That  they  be 
made  to  bear  interest  during  the  intervening  time  at  the  rate  of  seven 
per  centum  per  annum,  payable  semi-annually  at  the  same  place,  upon 
coupons  over  the  name  in  print  of  the  secretary;  that  to  secure  their 
payment  with  the  interest,  a  mortgage  be  executed  to  the  said  Nicholas 
W.  Thomas,  Esquire,  in  trust  and  to  his  legally  constituted  successors, 
and  assigns  on  the  entire  Eaton  and  Hamilton  Railroad,  extending  from 
the  north  bank  of  the  Great  Miami  river,  in  Butler  county,  Ohio,  a  dis¬ 
tance  of  forty-two  miles,  to  the  city  of  Richmond,  in  the  state  of  Indiana, 
including  the  right  of  way,  station  grounds  and  houses,  work  shops,  fix¬ 
tures,  and  the  capital  stock  of  the  company,  with  its  future  incomes  and 
revenues;  And  that  the  president  be  authorized  on  behalf  of  this  board 
to  sell  and  negotiate  said  bonds,  in  or  out  of  the  state.” 

Now,  therefore,  the  said  party  of  the  first  part,  in  consideration  of 
the  premises,  and  of  the  sum  of  one  dollar  to  it  paid  by  the  said  party 
of  the  second  part,  the  receipt  whereof  is  hereby  acknowledged,  doth 
hereby  grant,  bargain,  sell  and  convey  to  the  said  party  of  the  second 
part,  and  to  his  successors  and  assigns,  the  entire  Eaton  and  Hamilton 
Railroad,  being  the  entire  road  of  the-  party  of  the  first  part,  extending 
from  the  north  bank  of  the  Great  Miami  river,  in  Butler  county,  Ohio, 
a  distance  of  forty-two  miles,  to  the  city  of  Richmond,  in  the  state  of 
Indiana,  including  the  right  of  way,  station  grounds,  and  houses,  work¬ 
shops,  fixtures,  and  the  capital  stock  of  said  party  of  the  first  part  with 
its  future  incomes  and  revenues.  To  have  and  to  hold  the  premises, 
interests,  rights  and  estates  so  granted  unto  the  said  party  of  the  second 
part,  and  his  successors  in  this  trust,  on  the  trusts,  limitations  and  con¬ 
ditions,  that  is  to  say: 

1st.  For  the  security  of  the  payment  to  such  persons  or  corporations 
as  may  be  the  holders  thereof  of  the  series  of  bonds  referred  to  in  said 
resolution  of  the  directors  hereinbefore  set  forth,  which  bonds  are  for 
the  principal  sum  of  one  thousand  dollars  each,  and  amount  in  the 
aggregate  to  the  sum  of  one  million  of  dollars,  and  all  bear  date  the 
twentieth  day  of  April,  A.  D.  eighteen  hundred  and  fifty-seven,  and  as 
to  the  principal  sum,  are  payable  to  the  said  party  of  the  second  part  or 
bearer  at  the  Bank  of  America,  in  the  city  of  New  York,  on  the  first 
day  of  January,  A.  D.  eighteen  hundred  and  seventy-eight,  on  presenta¬ 
tion  by  the  holder  thereof,  with  interest  thereon  at  the  rate  of  seven 
per  cent,  per  annum,  payable  semi-annually,  on  the  first  days  of  January 
and  July  hereafter,  in  each  and  every  year,  until  the  principal  shall  be 
paid,  on  the  presentation  by  the  bearer  thereof,  of  the  interest  warrants 
or  coupons  annexed  to  said  bonds,  at  the  said  Bank  of  America. 

All  which  bonds  are  signed  by  the  president  and  countersigned  by 
the  secretary  of  said  party  of  the  first  part,  and  have  the  seal  of  said 
party  of  the  first  part  affixed  thereto. 

2nd.  That  in  case  default  be  made  by  said  party  of  the  first  part  in 


856  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


the  payment  of  the  principal  money  of  said  series  of  bonds,  or  any  of 
them,  as  the  same  shall  become  due;  or  in  case  default  be  made  by  said 
party  of  the  first  part  in  the  payment  of  said  semi-annual  interest  on 
said  bond,  or  any  of  them,  and  said  last-mentioned  default  shall  continue 
for  the  space  of  sixty  days  after  said  semi-annual  interest  shall  become 
due  and  payable,  in  which  event  it  is  hereby  declared  that  the  entire 
principal  of  said  bonds  shall  also  become  due  and  payable,  notwithstand¬ 
ing  the  same  may  not  have  come  to  maturity  according  to  their  tenor;  And 
in  either  case  of  default  aforesaid,  that  is  to  say,  in  default  of  the  pay¬ 
ment  of  the  principal  or  in  default  of  the  payment  of  the  interest  for 
the  said  period  of  sixty  days,  the  party  of  the  second  part  or  his  suc¬ 
cessors  in  this  trust,  upon  notice  in  writing  of  any  such  default  from  the 
holder  s  of  any  of  said  bonds  shall  proceed  to  file  a  bill  or  petition  in 
some  court  of  competent  jurisdiction  for  the  foreclosure  and  sale  of  the 
premises  herein  granted  and  conveyed,  or  for  such  other  relief  as  may 
be  had  for  the  enforcement  of  the  trusts  herein  declared,  and  the  collec¬ 
tion  and  payment  of  the  money  that  may  be  due  for  principal  or  in¬ 
terest,  or  both,  as  the  case  may  be:  And  in  order  that  the  proceedings 
so  to  be  had  on  any  default  as  aforesaid  may  be  carried  forward  with 
all  proper  dispatch  and  for  the  better  security  of  all  the  property  covered 
by  this  conveyance,  and  its  due  application  to  the  uses  and  purposes 
herein  declared,  it  is  agreed  that  upon  the  application  of  the  said  party 
of  the  second  part  in  said  suit,  so  on  such  default  to  be  brought,  a 
receiver  may  forthwith  be  appointed  by  the  proper  court  or  judge  to 
take  possession  of  said  road  and  all  the  property,  real  and  personal, 
hereby  conveyed,  and  all  the  effects,  books,  papers  and  business  of  said 
party  of  the  first  part,  on  such  terms  as  the  court  or  judge  may  direct. 
And  the  proceeds  of  the  said  road  in  the  hands  of  said  receiver,  and  the 
proceeds  arising  upon  any  sale  or  sales  to  be  had  in  said  suit  of  said 
road  or  other  property  aforesaid,  after  defraying  all  proper  costs  and 
expenses,  including  the  expenses  of  this  trust,  shall  be  applied  to  the 
payment  of  the  moneys  due  on  said  bonds  for  principal  or  interest,  or 
both,  as  the  case  may  be,  to  the  respective  holders  thereof  in  equal 
proportions.  And  if  any  surplus  should  remain,  the  same  shall  be  paid 
to  said  party  of  the  first  part  or  otherwise,  as  in  said  suit  may  be  ordered 
and  decreed.  Provided,  however,  and  these  presents  are  upon  the  ex¬ 
press  condition,  that  if  the  said  party  of  the  first  part,  its  successors  or 
assigns,  shall  well  and  truly  pay  all  the  bonds  aforesaid  as  well  the 
principal  thereof  as  the  interest  that  may  accrue  according  to  the  tenor 
of  said  bonds  and  the  interest  warrants  thereto  attached,  then  this  in¬ 
denture  shall  become  void,  else  to  remain  in  full  force  and  virtue. 

In  testimony  whereof,  the  said  party  of  the  first  part  has  caused  these 
presents  to  be  signed  by  David  Barnet,  its  president,  and  hath  caused 
its  seal  to  be  hereto  affixed  at  its  office  in  Eaton,  Preble  county,  Ohio, 

the  day  and  year  first  hereinbefore  written,  and  to  be  executed  in 
duplicate. 


DAVID  BARNET,  President. 
Signed,  sealed  and  delivered  in  presence  of 
J.  B.  STEPHENS, 

D.  M.  MORROW. 


CORPORATE  HISTORY. 


857 


FORM  OF  BOND. 

The  United  States  of  America, 

Ohio  and  Indiana. 

The  Eaton  and  Hamilton  Railroad  Company  as  consolidated. 

$1000.  A.  No. -  $1000. 

Know  all  men  by  these  presents,  That  the  Eaton  and  Hamilton  Rail¬ 
road  Company,  as  consolidated,  doth  acknowledge  itself  to  owe  and  be 
indebted  to  Nicholas  W.  Thomas,  Esquire,  or  bearer,  in  the  sum  of  one 
thousand  dollars,  which  sum  the  said  company  promises  to  pay  on  the 
presentation  of  this  bond  by  the  holder  thereof,  at  the  Bank  of  America, 
in  the  city  of  New  York,  on  the  first  day  of  January,  A.  D.  eighteen 
hundred  and  seventy-eight,  with  interest  thereon  at  the  rate  of  seven 
per  centum  per  annum,  payable  semi-annually  on  the  first  days  of  Janu¬ 
ary  and  July  hereafter  in  each  and  every  year,  until  the  principal  sum 
shall  be  paid,  on  the  presentation  of  the  annexed  interest  warrants  or 
coupons  at  the  said  Bank  of  America. 

In  witness  whereof,  the  said  company  has  caused  this  bond  to  be 
signed  by  its  president,  and  countersigned  by  its  secretary,  and  has 
caused  its  corporate  seal  to  be  affixed  at  its  principal  office  in  Eaton, 
Ohio,  this  twentieth  day  of  April,  A.  D.  eighteen  hundred  and  fifty- 
seven. 

DAVID  BARNET,  President. 

J.  B.  STEPHENS,  Secretary. 

STATEMENT  OF  TRUSTEE. 

This  bond  is  one  of  a  series  of  one  thousand  of  like  tenor,  the  pay¬ 
ment  of  which  both  as  to  principal  and  interest  is  secured  by  a  mort¬ 
gage  of  the  entire  road  of  said  company,  its  capital  stock  and  future 
incomes  and  revenues,  made  to  the  undersigned  as  trustee,  and  duly 
recorded  in  the  several  counties  in  or  through  which  said  road  is  located. 

- ,  Trustee. 

This  mortgage  was  cancelled  of  record  in  December,  18 66,  in  the 
several  counties. 


CINCINNATI,  RICHMOND  AND  CHICAGO  RAILROAD 

COMPANY.1 

CERTIFICATE  OF  ORGANIZATION. 

The  creditors  and  stockholders  of  the  Eaton  and  Hamilton  Railroad 
Company,  parties  to  an  agreement  in  writing,  dated  June  1st,  A.  D.  1865, 
containing  a  plan  to  readjust  the  liabilities  of  and  reorganize  said  com¬ 
pany  under  and  by  virtue  of  an  act  of  the  General  Assembly  of  the  state 
of  Ohio,  entitled  “  An  act  to  regulate  the  sale  of  railroads  and  the 
reorganization  of  the  same,”  passed  April  nth,  1861,  having  been  duly 


1  See  page  137. 


858  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


notified  according  to  the  provisions  of  said  act,  by  Stephen  M.  Blake, 
Ezekiel  W.  McGuire  and  John  L.  Minor,  the  trustees  on  behalf  of  said 
creditors  and  stockholders,  named  in  said  agreement,  that  the  railroad 
and  other  property,  rights,  franchises,  etc.,  of  said  company  had  been 
publicly  sold  under  proceedings  and  judgment  for  that  purpose  had  in 
the  court  of  common  pleas  of  the  county  of  Butler  and  state  of  Ohio, 
in  the  case  of  Joseph  B.  Varnum  and  others,  trustees,  etc.,  against  said 
Eaton  and  Hamilton  Railroad  Company  and  others,  and  purchased  at 
said  sale  by  and  the  title  thereto  vested  in  them,  the  said  trustees,  at 
and  for  the  sum  of  five  hundred  and  sixty  thousand  dollars:  and  that 
they,  the  said  creditors  and  stockholders,  were  called  and  requested  to 
meet  at  the  office  of  said  company  in  the  town  of  Eaton,  in  Preble 
county,  Ohio,  at  12  o’clock  noon,  on  Monday,  the  thirtieth  day  of  April, 
A.  D.  eighteen  hundred  and  sixty-six,  for  the  purpose  of  reorganizing 
said  company  in  pursuance  of  said  act  above  recited. 

And  at  a  meeting  of  such  creditors  and  stockholders,  at  the  time  and 
place  designated  in  said  notice,  after  due  organization,  and  each  party 
voting  one  vote  for  every  fifty  dollars  of  the  par  value  of  the  debt  or 
stock  held  by  him,  according  to  a  list  of  voters,  and  of  their  respective 
interests,  prepared  by  said  trustees,  it  was  determined  by  the  vote  of  a 
majority  in  interest  of  those  present  in  person  or  by  proxy: 

First.  That  the  name  of  such  reorganized  company  shall  be  “  Cin¬ 
cinnati,  Richmond  and  Chicago  Railroad  Company.” 

Second.  That  the  capital  stock  of  such  reorganized  company  for  the 
time  being  shall  be  five  hundred  thousand  dollars,  divided  into  ten 
thousand  shares  of  fifty  dollars  each. 

Third.  That  the  board  of  directors  of  said  company  shall  consist  of 
nine  persons,  a  majority  of  whom  shall  be  citizens  of  and  residents  in 
the  state  of  Ohio,  and  that  the  term  of  office  of  such  directors  shall  be 
one  year  and  until  their  successors  are  elected  and  qualified. 

Fourth.  That  they  proceed  to  elect  by  ballot  directors  of  said  com¬ 
pany  for  the  ensuing  year. 

^  Whereupon  at  such  election  then  and  there  holden  the  said  trustees, 
Stephen  M.  Blake,  Ezekiel  W.  McGuire  and  Jno.  L.  Minor,  acting  as 
judges  thereof,  the  following  named  persons  were  unanimously  elected 
such  directoi s,  viz..  Stephen  S.  L.  Hommedieu,  John  W.  Hartwell,  John 
W.  Ellis,  John  Young,  George  H.  Hill,  Wm.  Goodman,  Wm.  Becket, 
A.  M.  Searles,  and  Ezekiel  W.  McGuire,  of  whom  then  and  there  ap¬ 
peared  the  following,  viz.:  Stephen  S.  L.  Hommedieu,  John  W.  Hart¬ 
well,  John  W.  Ellis,  George  H.  Hill  and  Ezekiel  W.  McGuire,  and  were 
sworn  into  office  and  duly  organized  as  such  board  of  directors  of  said 
Cincinnati,  Richmond  and  Chicago  Railroad  Company,  by  electing  the 
following  officers,  viz.:  Stephen  S.  L.  Hommedieu,  president;  John  W. 
Hartwell,  vice-president;  and  F.  H.  Short,  secretary  and  treasurer.  And 
said  board  being  so  organized  and  met,  then  and  there  unanimously 
adopted  the  following  resolutions,  viz.: 

Resolved,  That  the  president  and  secretary  be  and  are  hereby  directed 
to  sign  and  attest  the  certificate  of  reorganization  of  this  company  under 
the  corporate  seal  of  the  corporation  this  day  adopted,  and  cause  the 


CORPORATE  HISTORY. 


859 


same  to  be  transmitted  to  the  office  of  the  secretary  of  state,  and  filed 
therein,  in  pursuance  of  law. 

Resolved,  That  in  pursuance  of  the  charter  of  this  company,  one  of  the 
principal  offices  of  the  company  is  hereby  established  at  the  station  of 
the  company  in  the  town  of  Eaton,  Preble  county. 

Resolved,  That  the  corporate  seal  of  this  company  consist  of  the  name 
of  the  corporation  with  a  locomotive  in  the  center.  It  is  therefore  here¬ 
by  certified  that  said  company  has  been  duly  reorganized  and  is  hereafter 
to  act  and  be  known  by  the  name  of  the  “  Cincinnati,  Richmond  and 
Chicago  Railroad  Company,”  and  is  to  hold,  maintain  and  operate  the 
railroad  and  its  appurtenances,  extending  from  the  north  bank  of  the 
Great  Miami  river,  about  two  and  one-quarter  miles  above  the  city  of 
Hamilton,  in  Butler  county,  Ohio,  northwardly  to  Eaton,  in  Preble 
county,  and  thence  westwardly  to  the  state  line  between  the  states  of 
Ohio  and  Indiana;  and  also  to  hold,  maintain  and  operate  the  continua¬ 
tions  of  said  railroad  and  their  appurtenances  westwardly  from  the  said 
state  line  into  the  city  of  Richmond,  in  the  state  of  Indiana,  a  distance 
of  about  six  miles;  and  southwardly  from  said  north  bank  of  the  Great 
Miami  river  into  the  city  of  Hamilton,  as  the  same  have  been  heretofore 
held  and  operated  by  said  “  Eaton  and  Hamilton  Railroad  Company.” 

In  witness  whereof,  the  said  Cincinnati,  Richmond  and  Chicago  Rail¬ 
road  Company  has  caused  this  statement  and  certificate  to  be  signed  by 
its  president  and  its  corporate  seal  to  be  hereunto  affixed,  at  its  office  in 
Eaton,  this  thirtieth  day  of  April,  A.  D.  eighteen  hundred  and  sixty-six. 

Cincinnati,  Richmond  and  Chicago  Railroad  Company, 

By  S.  S.  L.  HOMMEDIEU,  President. 

Attest : 

F.  H.  SHORT,  Secretary. 

Filed  in  the  office  of  the  secretary  of  state  of  Ohio,  May  3,  1866. 


DEED. 

Jesse  B.  Stephens,  Special  Master  Commissioner,  to  Stephen  M 
Blake,  Ezekiel  W.  McGuire  and  John  L.  Minor,  Trustees. 

Dated  March  26,  1866. 

Conveying  railroad,  properties,  franchises,  etc.,  of  the  Eaton  and  Hamil¬ 
ton  Railroad  Company. 

Know  all  men  by  these  presents,  That  whereas,  in  a  certain  suit  pend¬ 
ing  in  the  Court  of  Common  Pleas  in  and  for  the  county  of  Butler  and 
state  of  Ohio,  wherein  Joseph  B.  Varnum  and  John  P.  Reznor,  sur¬ 
viving  trustee,  etc.,  and  Valentine  Winters,  trustee,  etc.,  are  plaintiffs, 
and  the  Eaton  and  Hamilton  Railroad  Company,  and  John  W.  Hartwell, 
trustees,  etc.,  and  assignee  of  the  city  of  Cincinnati  of  the  claims  set  up 
in  said  suit  by  said  city,  John  Jones  and  Lawrence  Son  &  Pearce,  are 
defendants,  for  the  sale  of  the  railroad  and  other  property,  rights  and 
franchises  of  said  company  under  mortgage  deeds  of  trust,  there 


860  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

was  a  judgment  or  decree  rendered  by  said  court  on  the  sixth  day  of 
February,  A.  D.  1866,  in  the  February  term  of  said  court  in  which  there 
was  found  due  from  the  said  Eaton  and  Hamilton  Railroad  Company 
as  of  the  first  day  of  July,  1865:  To  the  said  John  W.  Hartwell,  trustee, 
etc.,  and  assignee  of  the  city  of  Cincinnati,  the  sum  of  $63,488.79  on 
account  of  unpaid  interest  on  the  principal  of  $150,000  in  bonds  issued 
by  said  company  and  secured  by  two  mortgages  on  the  railroad  and 
other  property  of  said  company,  as  set  up  in  said  suit;  to  Joseph  B. 
Varnum  and  John  P.  Reznor,  surviving  trustees,  etc.,  the  sum  of  $425,- 
198.15  on  account  of  principal  and  unpaid  interest  on  $300,000  in  bonds 
issued  by  said  company  and  secured  by  mortgage  deed  of  trust  of  the 
railroad  and  other  property  of  said  company  as  set  up  in  said  suit; 
to  Valentine  Winters,  trustee,  etc.,  the  sum  of  $134,923.05  on  account 
of  principal  and  interest  unpaid  of  $76,000  in  bonds  issued  by  said  com¬ 
pany  and  secured  by  mortgage  deed  of  trust  of  the  railroad  and  other 
property  of  said  company  as  set  up  in  said  suit,  and  to  John  Jones  and 
Lawrence  Son  &  Pearce  and  others,  holders  of  $130,734  federal  money 
m  sterling  bonds  issued  by  said  company  the  sum  of  $111,029.87  and 
account  of  interest  overdue  and  unpaid  on  said  sterling  bonds:  which 
several  sums  with  interest  the  said  court  thereupon  ordered  said  Eaton 
and  Hamilton  Railroad  Company  to  pay  within  five  days  of  the  entry 
of  said  judgment  or  decree,  and  in  default  of  such  payment  of  the  said 
several  amounts  so  as  aforesaid  found  and  due  to  said  John  W.  Hart¬ 
well,  trustee,  etc.,  Joseph  B.  Varnum,  John  P.  Reznor,  surviving  trustees 
etc.,  Valentine  Winters,  trustee,  etc.,  and  John  Jones,  Lawrence  Son  & 
Pearce,  that  an  order  of  sale  issue  to  Jesse  B.  Stephens,  thereby  ap- 
pointed  a  special  master  commissioner  for  the  purpose,  directing  him  to. 
sell  the  railroad  and  other  property,  franchises,  etc.,  of  said  railroad 
company  enumerated  and  described  therein  as  follows,  viz.: 

The  entire  railroad  of  the  said  Eaton  and  Hamilton  Railroad  Company 
as  now  operated  or  heretofore  constructed  and  owned  by  said  company, 
including  its  line  of  railroad  extending  from  the  north  bank  of  the  Great 
Miami  river  about  two  and  one-quarter  miles  above  the  city  of  Hamilton, 
in  Butler  county,  Ohio,  northwardly  to  Eaton,  in  Preble  county;  thence 
westwardly  to  the  boundary  line  between  the  states  of  Ohio  and  Indiana, 
together  with  all  the  franchises,  rights  and  privileges  of  said  Eaton  and 
Hamilton  Railroad  Company,  including  the  franchises  to  be  and  act  as 
a  corporation,  the  right  of  way  and  land  occupied  by  said  railroad,  and 
ah  rails  and  other  materials  used  therein  or  procured  therefor,  buildings 
bridges,  depot  grounds  and  all  rolling  stock,  machinery,  fuel,  wastej 
material  and  all  other  property,  real  and  personal,  connected  with  the 
operating  and  maintaining  said  railroad  or  provided  or  appropriated 
therefor,  together  with  all  contracts,  credits  and  incomes  of  the  said 
Eaton  and  Hamilton  Railroad  Company. 

And  whereas,  The  said  Eaton  and  Hamilton  Railroad  Company  having 
failed  to  make  said  payments  within  the  time  therein  limited,  there 
issued  out  of  said  court  in  said  cause  an  order  of  sale  under  the  seal 
ot  the  court,  dated  February  13th,  1866,  and  directed  to  the  said  Jesse 
•  Stephens  as  such  special  master  commissioner,  commanding  him  to 


CORPORATE  HISTORY. 


86 1 

advertise  and  sell  said  railroad  and  other  property,  franchises,  etc.,  in 
the  manner  and  form  as  directed  in  said  judgment  or  decree  and  make 
due  return  of  his  proceedings  under  said  order.  And  afterwards  the 
said  Jesse  B.  Stephens  as  such  special  master  commissioner  returned 
said  order  together  with  a  report  of  his  proceedings  thereunder  unto 
said  court,  and  caused  the  same  to  be  filed  as  of  the  19th  day  of  March, 
1866,  showing  that  in  obedience  to  the  command  of  said  order  and  pur¬ 
suant  to  said  judgment  or  decree,  he,  as  such  special  master  commis¬ 
sioner,  caused  said  railroad  and  other  property,  franchises,  etc.,  of  said 
Eaton  and  Hamilton  Railroad  Company,  to  be  advertised  for  sale  in 
the  several  newspapers  named  in  said  order  for  five  consecutive  weeks 
and  more  than  thirty  days  next  preceding  the  17th  day  of  March,  1866, 
copies  of  which  said  advertisements  with  due  proof  of  their  respective 
publications  be  returned  and  caused  to  be  filed  with  said  order  and  report. 

And  that  in  pursuance  of  such  notice  on  the  said  seventeenth  day  of 
March,  A.  D.  eighteen  hundred  and  sixty-six,  between  the  hours  of  12  M. 
and  3  P.  M.,  at  the  door  of  the  court  house  in  the  city  of  Hamilton, 
being  the  time  and  place  of  sale  advertised,  he  offered  and  exposed  to 
sale  by  public  vendue  said  railroad  and  other  property,  franchises,  etc., 
when  and  where  Stephen  M.  Blake,  Ezekiel  W.  McGuire  and  John  L. 
Minor,  as  trustees  for  the  parties  to  the  agreement  for  readjusting  the 
indebtedness  of  and  reorganizing  said  Eaton  and  Hamilton  Railroad 
Company,  dated  June  1st,  1865,  bidding  for  the  same  the  sum  of  five 
hundred  and  sixty  thousand  dollars,  and  their  said  bid  being  the  highest 
and  best  bid  therefor,  and  being  the  minimum  sum  for  which  a  sale 
thereof  is  authorized  by  said  judgment  or  decree,  he  then  and  there 
struck  off  and  sold  the  same  to  them  at  their  said  bid. 

And  whereas,  afterwards,  on  motion  to  confirm  said  sale,  the  said 
court  having  carefully  examined  the  report  and  return  of  said  special 
master  commissioner  and  finding  the  proceedings  and  sale  had  and 
made  by  him  in  accordance  with  the  law  and  conformable  to  said  judg¬ 
ment  or  decree,  did  on  the  24th  day  of  March,  A.  D.  1866,  direct  and 
cause  to  be  entered  on  the  minutes  of  said  court  an  order  approving 
and  confirming  said  sale  and  requiring  the  said  Jesse  B.  Stephens  as 
such  special  master  commissioner  to  execute  and  deliver  a  good  and 
sufficient  deed  in  fee  simple  of  said  railroad  and  other  franchises,  etc., 
to  the  said  Stephen  M.  Blake,  Ezekiel  W.  McGuire  and  John  L.  Minor  as 
trustees  as  aforesaid,  all  which  will  more  fully  appear,  reference  being 
had  to  the  record  of  said  cause  remaining  in  said  court: 

Now,  therefore,  I,  the  said  Jesse  B.  Stephens,  special  master  commis¬ 
sioner  as  aforesaid,  in  consideration  of  the  premises  and  by  virtue  of  the 
powers  in  me  vested  by  law,  and  in  and  by  said  judgment  or  decree, 
do  by  these  presents  grant,  bargain,  sell,  alien  and  convey  to  the  said 
Stephen  M.  Blake,  Ezekiel  W.  McGuire  and  John  L.  Minor,  trustees 
as  aforesaid,  the  survivors  or  survivor  of  them,  and  their  or  his  assigns 
forever,  all  the  said  railroad  and  other  property,  rights  and  franchises 
which  were  of  the  said  Eaton  and  Hamilton  Railroad  Company  as  here¬ 
inbefore  particularly  enumerated  and  described  so  sold  by  me  as  afore¬ 
said. 


8 62  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

In  testimony  whereof,  I,  as  such  special  master  commissioner  afore¬ 
said,  hereunto  set  my  hand  and  seal  this  26th  day  of  March,  A.  D.  1866. 

JESSE  B.  STEPHENS, 
Special  Master  Commissioner. 
Signed,  sealed  and  acknowledged  in  the  presence  of 
J.  N.  FOOS, 

ARTHUR  RIGGS. 

Ackn°wledged  before  J.  N.  Foos,  notary  public,  Preble  county,  Ohio, 
March  26,  18 66.  r 

Recorded,  Preble  county,  Ohio,  May  3,  1866,  Deed  Record,  vol.  37 
343)  Butler  county,  vol.  46,  page  387. 


DEED. 

S.  M.  Blake,  E.  W.  McGuire  and  J.  L.  Minor,  Trustees,  to  the 
Cincinnati,  Richmond  and  Chicago  Railroad  Company. 

Dated  May  1,  1866. 

Conveying  railroad,  properties,  franchises,  etc.,  of  the  Eaton  and 

Hamilton  Railroad  Company. 

Whereas  An  agreement,  dated  June  first,  A.  D.  1865,  to  capitalize  the 
liabilities  of  and  reorganizing  the  Eaton  and  Hamilton  Railroad  Com¬ 
pany  under  a  law  of  the  state  of  Ohio,  entitled  “  An  act  to  regul¬ 
ate  the  sale  of  railroads  and  the  reorganization  of  the  same,”  passed 
April  nth,  1861,  containing  a  plan  for  the  capitalization  of  the  debt 
and  stock  of  said  company  and  signed  by  more  than  two-thirds 
in  interest  of  the  creditors,  and  more  than  two-thirds  in  interest  of  the 
stockholders  of  said  company,  a  copy  of  which  agreement  was  filed  in 
tie  court  of  common  pleas  in  and  for  the  county  of  Butler  and  state 
of  Ohio  m  the  case  of  Joseph  B.  Varnum  and  others,  trustees,  etc,, 
against  said  railroad  company  and  others,  then  pending  in  said  court, 
or  the  sale  of  the  railroad  and  other  property  of  said  company  under 
mortgage  and  deeds  of  trust;  and  thereupon,  on  the  sixth  day  of  Feb¬ 
ruary,  A.  D.  1866,  in  the  February  term,  a  judgment  was  rendered  by 
said  court  in  said  cause  finding  the  amount  due  on  the  several  classes  of 
bonds  issued  by  said  company  and  outstanding  and  secured  by  mort¬ 
gages  and  deeds  of  trust  set  up  in  said  suit  and  ordering  said  company 
o  pay  the  same  by  a  day  named  in  said  judgment,  and  in  default  thereof 
that  an  order  of  sale  issued  to  Jesse  B.  Stephens,  a  special  master  com¬ 
missioner  named  in  said  judgment  for  that  purpose,  commanding  him 
to  sell  said  railroad  and  other  property,  rights,  franchises,  etc.,  as  par- 
ticularly  described  in  said  decree,  at  public  vendue. 

And  whereas,  Said  company  failed  to  pay  the  several  amounts  so  found 
due  or  any  part  thereof  as  by  said  judgment  required,  and  therefore  an 
order  of  sale,  under  the  seal  of  said  court,  dated  February  13th,  1866 
issued  to  the  said  Jesse  B.  Stephens,  as  such  special  master  commissioner,’ 
com  man  ing  ini  to  make  said  sale  in  accordance  with  the  terms  of 
said  judgment,  in  pursuance  whereof,  after  due  notice  of  the  time  and 


CORPORATE  HISTORY. 


863 


place  of  said  sale,  he  offered  said  railroad  and  other  property  for  sale 
by  public  vendue  at  the  door  of  the  court  house  in  the  city  of  Hamilton, 
in  said  county  of  Butler,  on  the  17th  day  of  March,  18 66,  and  then  and 
there  struck  off  and  sold  the  same  to  Stephen  M.  Blake,  Ezekiel  W. 
McGuire  and  John  L.  Minor,  as  trustees,  on  behalf  of  the  parties  to  said 
agreement  of  capitalization  and  named  in  said  agreement,  at  and  for  the 
sum  of  five  hundred  and  sixty  thousand  dollars,  bid  therefor  by  them, 
being  the  only  bid  and  the  minimum  sum  for  which  a  sale  thereof  was 
authorized  by  said  judgment;  who  made  due  return  and  report  of  his 
proceedings  under  said  order  to  said  court;  which  proceedings  and  report 
of  said  special  master  commissioner,  being  carefully  examined  by  the 
court  and  found  in  all  things  according  to  law  and  in  pursuance  of  said 
judgment,  the  court  did  on  the  24th  day  of  March,  A.  D.  1866,  make 
and  enter  upon  its  minutes  an  order  approving  and  confirming  said 
[sale  and  ordering  said]  special  master  commissioner  to  execute  and  de¬ 
liver  to  said  purchasers  as  such  trustees  a  good  and  sufficient  deed  in  fee 
simple  for  said  proerty,  which  he  accordingly  did  by  deed  duly  executed 
and  stamped,  dated  March  26th,  1866;  and  whereas  said  trustees,  in  pursu¬ 
ance  of  the  2nd  section  of  the  above  recited  act,  thereupon  called  and  ap¬ 
pointed  a  meeting  of  creditors  and  stockholders  of  said  Eaton  and  Hamil¬ 
ton  Railroad  Company,  who  were  parties  to  said  agreement,  of  June  1st, 
1865,  and  of  all  creditors  and  stockholders  who  might  become  parties 
thereto  at  or  prior  to  said  meeting  to  assemble  at  the  office  of  said  com¬ 
pany  at  the  town  of  Eaton  in  Preble  county,  Ohio,  on  Monday,  the  30th 
day  of  April,  18 66,  for  the  purpose  of  reorganizing  said  Eaton  and  Hamil¬ 
ton  Railroad  Company  and  change  the  name  thereof  and  adopt  for  the 
name  of  such  reorganized  company  the  “  Cincinnati,  Richmond  and 
Chicago  Railroad  Company.” 

Now,  thereof,  know  all  men  by  these  presents,  that  the  said  Stephen 
M.  Blake,  Ezekiel  W.  McGuire  and  John  L.  Minor,  trustees  as  afore¬ 
said,  in  consideration  of  the  premises  and  one  dollar  to  them  paid  by 
the  said  Cincinnati,  Richmond  and  Chicago  Railroad  Company,  the 
receipt  whereof  is  hereby  acknowledged,  and  in  fulfillment  of  the  trusts 
devolved  upon  them,  do  by  these  presents  grant,  bargain,  sell  and  alien 
and  convey  unto  the  Cincinnati,  Richmond  and  Chicago  Railroad  Com¬ 
pany,  their  successors  and  assigns  forever,  all  the  following  described 
railroad  and  property,  viz.:  the  entire  railroad  lately  of  the  Eaton  and 
Hamilton  Railroad  Company,  as  now  operated,  including  the  fran¬ 
chises  of  being  and  acting  as  a  corporation,  the  right  of  way  and  land 
occupied  by  said  railroad,  and  all  rails  and  other  materials  used  therein 
or  procured  therefor,  buildings,  bridges,  depot  grounds,  and  all  the  rolling 
stock,  machinery,  and  all  waste  materials  and  all  other  property,  real  and 
personal,  connected  with  the  operating  and  maintaining  said  railroad  or 
provided  or  appropriated  therefor,  together  with  all  contracts,  credits 
and  incomes  whatever  of  the  said  Eaton  and  Hamilton  Railroad  Com¬ 
pany  as  fully  as  the  same  were  granted  and  conveyed  by  the  said  Jesse 
B.  Stephens,  special  master  commissioner  aforesaid,  to  the  grantors 
herein  by  said  deed  dated  March  26th,  1866,  and  all  revenues  since 
accrued  from  the  operation  of  said  railroad. 


864  PITTSBURGH,  CINCINN 


ATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


To  have  and  to  hold  the  said  railroad  and  other  property,  rights,  fran¬ 
chises  as  above  described  to  the  said  Cincinnati,  Richmond  and  Chicago 
Raihoad  Company,  their  successors  and  assigns  forever; 

In  witness  whereof,  the  said  Stephen  M.  Blake,  Ezekiel  W.  McGuire 
and  John  L.  Minor,  trustees  as  aforesaid,  have  hereunto  set  their  hands 
and  seals  this  first  day  of  May,  A.  D.  eighteen  hundred  and  sixty-six. 


STEPHEN  M.  BLAKE, 
EZEKIEL  W.  McGUIRE, 
JOHN  L.  MINOR, 

Signed,  sealed  and  acknowledged  Trustees 

in  the  presence  of  us: 


SAML.  STEVENSON, 
B.  D.  STEVENSON. 


Duly  acknowledged  before  B.  D.  Stevenson,  notary  public,  Hamilton 
county,  Ohio,  May  i,  1866. 

Recorded,  May  3,  1866,  hr  vol.  57,  pages  345,  346,  347,  Preble  county, 
Ohio;  Butler  county,  vol.  46,  page  390. 


AGREEMENT. 

Cincinnati,  Hamilton  and  Dayton  Railroad  Company  and  Chicago, 
St.  Louis  and  Pittsburgh  Railroad  Company. 

Dated  August  16,  1888. 

For  the  purchase  of  the  capital  stock  of  the  Cincinnati,  Richmond  and 
Chicago  Railroad  Company  by  the  Chicago,  St.  Louis  and 
Pittsburgh  Railroad  Company. 

This  agreement,  made  this  sixteenth  day  of  August,  in  the  year  eigh¬ 
teen  hundred  and  eighty-eight,  between  the  Cincinnati,  Hamilton  and 
Dayton  Railroad  Company,  as  first  party,  and  the  Chicago,  St.  Louis 
and  Pittsburgh  Railroad  Company,  as  second  party,  bears  witness: 

The  first  party  being  the  owner  of  three  hundred  and  seventy-five 
thousand  five  hundred  dollars  ($375, 5oo)  of  the  capital  stock  of  the  Cin¬ 
cinnati,  Richmond  and  Chicago  Railroad  Company,  in  consideration  of 
the  covenants  and  payments  hereinafter  stipulated  to  be  performed  and 
paid  by  the  second  party,  agrees  to  sell,  transfer  and  deliver  to  the 
second  party,  said  entire  amount  of  $375,500,  capital  stock,  it  being 
understood  and  declared  that  the  total  capital  stock  of  said  Cincinnati, 
Richmond  and  Chicago  Railroad  Company,  issued  and  outstanding  at 

this  time,  is  three  hundred  and  eighty-two  thousand  six  hundred  dollars 
($382,600). 

It  is  also  understood  and  declared  that  the  railroad  of  the  Cincinnati, 
Richmond  and  Chicago  Company  is  subject  to  the  lien  of  two  mortgages, 
the  first  securing  an  issue  of  five  hundred  and  sixty  thousand  dollars 
($560,000)  seven  (7)  per  cent,  bonds,  maturing  July  1st,  1895;  the  second 
securing  an  issue  of  sixty-five  thousand  dollars  ($65,000)  seven  (7)  per 
cent,  bonds,  maturing  July  1st,  1889:  Also,  that  excepting  the  two  issues 
of  bonds  aggregating  six  hundred  and  twenty-five  thousand  dollars 


CORPORATE  HISTORY. 


865 


($625,000)  there  is  no  funded  or  floating  debt  whatsoever  of  said  Cincin¬ 
nati,  Richmond  and  Chicago  Railroad  Company,  or  if  any  such  there  be, 
the  first  party  will  fully  protect  the  second  party  against  any  payment,  loss 
or  expense  in  connection  therewith,  including  herein  any  interest  on  said 
bonds  that  may  have  become  due  and  unpaid,  as  well  as  interest  which 
may  not  already  have  become  due,  but  calculated  to  the  time  when  said 
capital  stock  shall  be  delivered  to  the  second  party,  or  to  the  time  when 
said  Cincinnati,  Richmond  and  Chicago  Railroad  shall  be  transferred  to 
the  second  party  under  the  lease  hereinafter  mentioned. 

The  first  party  shall  receive  the  net  earnings  of  the  Cincinnati,  Rich¬ 
mond  and  Chicago  Railroad  up  to  the  time  of  the  transfer  of  said  stock 
to  the  second  party,  or  to  the  time  of  the  transfer  of  said  railroad  to  the 
second  party  under  the  lease  hereinafter  mentioned;  and  shall  also  be 
permitted  to  withdraw  from  said  railroad  all  rolling  stock  or  equipment 
that  may  be  thereon,  and  which  properly  belongs  to  the  first  party,  and 
not  to  the  Cincinnati,  Richmond  and  Chicago  Railroad  Company.  The 
first  party  shall  also  pay  in  full  all  expenses  of  any  kind  whatsoever 
growing  out  of  the  operation  and  maintenance  of  said  railroad  to  the  time 
of  such  transfer:  and  the  first  party  will  also  further  protect  and  forever 
indemnify  the  second  party  against  all  claims  that  may  ever  be  presented 
or  enforced  by  stockholders  of  the  Cincinnati,  Richmond  and  Chicago 
Railroad  Company  other  than  the  first  party  hereto  on  account  of  surplus 
earnings  of  said  company  heretofore  accrued,  and  that  may  be  due  to 
such  outstanding  stockholders,  to  the  end  that  when  the  second  party 
shall  become  owner  of  the  stock  of  said  Cincinnati,  Richmond  and 
Chicago  Railroad  Company  as  herein  provided,  there  shall  be  no  in¬ 
debtedness  or  liability  whatsoever  existing  against  said  company  other 
than  the  principal  of  the  two  series  of  bonds  of  said  company  which  have 
been  hereinbefore  fully  described. 

The  first  party  also  further  grants  to  the  second  party  a  perpetual 
right  of  joint  use  with  the  first  party  of  that  part  of  the  main 
tracks  and  passing  side  tracks  of  the  first  party  between  the  junction 
of  the  Cincinnati  and  Richmond  Railroad,  as  the  same  is  now  located, 
and  New  River  Junction,  north  of  Hamilton,  in  Butler  county,  Ohio, 
upon  such  terms  and  conditions  as  may  hereafter  be  agreed  upon  between 
the  general  managers  of  the  several  parties. 

In  addition  thereto,  the  first  party  grants  to  the  second  party  a  right 
to  be  exercised  by  the  second  party  at  its  option,  at  any  time  in  the 
future,  of  constructing  and  operating  the  tracks  of  the  Cincinnati  and 
Richmond  Railroad  Company  across  the  right  of  way  and  tracks  of  the 
first  party  north  of  Hamilton,  should  the  second  party  at  any  time  elect 
to  construct  and  operate  its  own  tracks  from  said  Cincinnati  and  Rich¬ 
mond  Junction  to  the  junction  with  the  Cincinnati,  Richmond  and 
Chicago  Railroad,  on  condition,  however,  that  the  second  party  shall  be 
at  the  sole  expense  of  constructing  and  maintaining  said  crossing. 

In  consideration  of  the  foregoing,  the  second  party  agrees  to  pay  to 
the  first  party  lor  the  transfer  and  delivery  of  said  Cincinnati,  Richmond 
and  Chicago  Railroad  Company  stock  the  sum  of  three  hundred  and 
fifty  thousand  dollars  ($350,000),  payable  in  cash  at  the  time  of  delivery 
of  said  stock. 


55 


866  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


The  second  party  also  hereby  grants  to  the  first  party  a  perpetual 
right  of  joint  use  with  the  second  party  of  so  much  of  the  main  tracks 
and  passing  side  tracks  of  second  party  as  are  situated  between  the 
junction  near  the  Dayton  and  Michigan  Railroad  crossing  and  the  junc¬ 
tion  of  the  Piqua  and  Troy  Branch  Railroad  near  the  city  of  Piqua, 
upon  terms  and  conditions  to  be  hereafter  agreed  upon  between  the 
general  managers  of  the  parties  hereto. 

In  addition  thereto,  the  second  party  grants  to  the  first  party  a  right 
to  be  exercised  by  the  first  party  at  its  option,  at  any  time  in  the  future, 
of  constructing  and  operating  the  tracks  of  the  first  party  over  and 
across  the  right  of  way  and  tracks  of  the  second  party  near  Piqua, 
should  the  first  party  at  any  time  elect  to  construct  and  operate  its  own 
tracks  between  the  said  Dayton  and  Michigan  Railroad  junction  and  the 
junction  of  the  Piqua  and  Troy  Branch  Railroad,  on  condition,  however, 
that  the  first  party  shall  be  at  the  sole  expense  of  constructing  and 
maintaining  said  crossing. 

The  second  party  also  further  agrees  to  forever  protect  and  indemnify 
the  first  party  against  further  payments  of  interest  on  the  bonds  of  the 
Cincinnati,  Richmond  and  Ft.  Wayne  Railroad  Company  that  may  be 
due  or  collectible  from  the  first  party  in  consequence  of  a  joint  guar¬ 
antee  contract  entered  into  between  the  Cincinnati,  Richmond  and  Ft. 
Wayne  Railroad  Company,  the  first  party,  the  Pennsylvania  Company 
and  the  Grand  Rapids  and  Indiana  Railroad  Company,  bearing  date 
June  1st,  1871:  also  against  further  liability  based  upon  said  agreement 
of  guarantee  to  give  traffic  or  furnish  equipment  to  said  Cincinnati, 
Richmond  and  Ft.  Wayne  Railroad:  and  inasmuch  as  the  first  party 
has  already  at  various  times  advanced  large  sums  of  money  to  pay  in¬ 
terest  on  the  bonds  of  said  Cincinnati,  Richmond  and  Ft.  Wayne  Rail¬ 
road  Company,  it  is  agreed  that  the  first  party  may  be  reimbursed  to 
the  extent  of  its  proportion  of  said  advances  and  simple  interest  thereon 
out  of  future  surplus  net  earnings  of  the  Cincinnati,  Richmond  and  Ft. 
Wayne  Railroad,  if  any  such  there  be  which  would  be  due  to  the  first 
party  under  said  joint  agreement  of  guarantee,  but  only  after  any  future 
advances  made  for  the  purpose  of  paying  interest  on  said  bonds  shall 
first  be  repaid  with  simple  interest  thereon  to  the  parties  making  the 
same.  And  no  claim  shall  be  made  by  the  first  party  against  the  said 
Cincinnati,  Richmond  and  Ft.  Wayne  Railroad  Company  for  reimburse¬ 
ment  of  any  of  said  advances,  nor  shall  the  same  be  collectable  or 
enforcable  except  against  the  future  surplus  net  earnings  as  aforesaid. 

It  is  further  agreed  that  a  traffic  arrangement  shall  be  made  between 
the  first  and  second  parties  on  such  terms  as  may  be  arranged  between 
the  general  managers  of  the  respective  parties,  whereby  freight  passing 
over  the  line  of  the  first  party  and  originating  in  the  east  side  of  Cin¬ 
cinnati,  or  destined  thereto,  shall  be,  at  the  request  of  the  first  party, 
transported  over  the  Cincinnati  and  Richmond  and  the  Little  Miami 
Railroads  between  Hamilton  and  Cincinnati;  and  likewise  whereby 
freight  passing  over  the  railroad  of  the  second  party  originating  in  the 
west  side  of  Cincinnati  or  destined  thereto  shall  be,  at  the  request  of  the 
second  party,  transported  over  the  railroad  of  the  first  party  between 
Hamilton  and  Cincinnati. 


CORPORATE  HISTORY. 


867 


It  is  also  agreed  that  the  general  managers  of  the  first  and  second  par¬ 
ties  shall  establish  a  uniform  switching  charge  whereby  the  second  party 
shall  shift  cars  for  the  first  party  to  all  points  on  the  second  party’s 
line  in  Hamilton,  north  of  Fifth  street;  and  the  first  party  shall  shift 
cars  for  the  second  party  to  all  points  reached  by  the  first  party’s  tracks 
in  Hamilton.  This  switching  agreement  to  be  terminated  whenever  the 
second  party  shall  exercise  its  option  to  cross  the  tracks  of  the  first 
party. 

Inasmuch  as  the  first  party  has  heretofore  executed  and  placed  upon 
record  its  mortgage  or  deed  of  trust  to  the  Farmer’s  Loan  and  Trust 
Company,  dated  January  1st,  1887,  securing  4 per  cent.  50-year  bonds 
of  the  first  party  to  the  amount  of  two  million  dollars  ($2,000,000);  and 

Whereas,  A  lease  of  said  Cincinnati,  Richmond  and  Chicago  Railroad 
to  the  first  party,  bearing  date  February  18,  1869,  is,  among  other  things, 
specifically  described  and  included  in  said  mortgage  or  deed  of  trust, 
including  therein  a  lease  of  the  Richmond  and  Miami  Railroad  to  the 
Cincinnati,  Richmond  and  Chicago  Railroad  Company,  bearing  date 
November  26,  1864;  and 

Whereas,  There  is  doubt  whether  the  stock  of  the  Cincinnati,  Rich¬ 
mond  and  Chicago  Railroad  Company,  which  the  first  party  hereby 
agrees  to  sell  and  transfer  to  the  second  party,  is  not  also  included  in 
said  mortgage  or  deed  of  trust  of  the  first  party  to  the  Farmer’s  Loan 
and  Trust  Company.  It  is  hereby  agreed  and  made  an  essential  part 
of  this  agreement  that  the  purchase  of  said  stock  of  the  Cincinnati, 
Richmond  and  Chicago  Railroad  Company  by  the  second  party  from 
the  first  party,  and  the  payment  therefor  as  herein  contemplated  is  con¬ 
ditioned  absolutely  upon  the  first  party  obtaining  a  release  of  said  leases, 
and  of  said  stock  from  the  lien  of  said  mortgage,  and  the  first  party 
hereby  agrees  to  exercise  its  influence  forthwith  with  the  trustees  named 
in  said  mortgage,  by  judicial  proceedings,  if  necessary,  or  otherwise,  to 
obtain  such  release,  and  immediately  on  obtaining  such  release  the  first 
party  will  deliver  said  stock  to  the  second  party,  and  the  second  party 
will  pay  for  the  same  as  hereinbefore  provided,  and  at  the  same  time 
the  first  party  will  cancel  and  surrender,  or  assign  and  transfer  to  the 
second  party,  the  lease  hereinbefore  mentioned  between  the  first  party 
and  the  Cincinnati,  Richmond  and  Chicago  Railroad  Company.  And 
inasmuch  as  it  is  the  desire  of  both  parties  to  this  agreement  that  the 
second  party  may  at  once  enter  into  possession  of  and  enjoy  the  use 
and  operation  of  said  Cincinnati,  Richmond  and  Chicago  Railroad  as  is 
contemplated  in  the  sale  of  the  stock  of  said  Cincinnati,  Richmond  and 
Chicago  Railroad  Company,  by  the  first  party  to  the  second  party,  it  is 
agreed  that  the  first  party  shall,  and  it  does,  hereby  sublet  and  sublease 
forthwith  to  the  second  party  said  Cincinnati,  Richmond  and  Chicago 
Railroad,  with  all  and  singular  the  rights  of  way,  tracks,  buildings, 
structures,  appurtenances  and  franchises,  estates,  real  and  personal,  of 
whatsoever  kind  or  description  that  are  connected  with  or  incident  to  the 
renewal,  maintenance  and  operation  of  said  railroad,  including  herein  the 
lease  of  the  Richmond  and  Miami  Railroad  as  the  same  is  or  has  been 
enjoyed  by  the  first  party.  To  have  and  to  hold  the  same  to  the  second 


868  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


party,  its  successors  and  assigns  until  the  first  party  shall  deliver  said 
stock  and  said  lease  to  the  second  party  free  from  the  lien  of  said  mort¬ 
gage,  but  only  upon  and  subject  to  the  following  conditions: 

First.  That  the  second  party  operate  and  maintain  said  railroad  during 
the  described  term,  keeping  the  same  open  for  public  traffic  and  main¬ 
tain  the  same  and  every  part  thereof  in  as  good  condition  as  the  same 
now  is,  by  suitable  renewals  and  repairs. 

Second.  That  it  will  pay  taxes  and  assessments  lawfully  assessed 
against  said  railroad  and  appurtenances  as  the  same  become  due. 

Third.  That  it  will,  provide  means  wherewith  to  pay  punctually  in¬ 
terest  on  the  two  series  of  bonds  of  the  said  Cincinnati,  Richmond  and 
Chicago  Railroad  Company,  as  the  same  severally  become  due,  to  wit: 
The  first  issue  of  $560,000  7  per  cent,  bonds,  maturing  July  1st,  1895; 
the  second  issue  of  $65,000  7  per  cent,  bonds,  maturing  July  1st,  1889. 
The  first  party  agrees  to  negotiate  an  extension  of  each  of  said  series  of 
bonds  at  a  rate  of  interest  to  be  agreed  upon  hereafter  between  the  first 
and  second  parties:  and  the  second  party  agrees  to  provide  in  like  man¬ 
ner  means  for  the  prompt  payment  of  interest  on  the  bonds  so  extended. 

Fourth.  The  second  party  also  hereby  covenants  and  agrees  that  it 
will  save  and  keep  harmless  the  first  party  against  any  expense,  obliga¬ 
tion  or  liability  whatsoever  growing  out  of  the  operation  of  the  demised 
property  or  any  part  thereof,  during  the  period  of  this  sublease. 

Fifth.  The  second  party  also  further  agrees  that  it  will  pay  to  the 
first  party,  in  lawful  money  of  the  United  States  of  America,  an  annual 
rental  of  seventeen  thousand  five  hundred  dollars,  payable  in  semi¬ 
annual  installments  of  eight  thousand  seven  hundred  and  fifty  dollars 
($875°)  each,  on  the  20th  day  of  February  and  August  in  each  year. 
It  is  hereby  declared  that  the  above  sum  of  $17,500  represents  interest 
at  5  per  cent,  on  three  hundred  and  fifty  thousand  dollars  ($350,000), 
the  purchase  money  which  the  second  party  has  agreed  to  pay  to  the 
first  party  for  the  stock  of  the  Cincinnati,  Richmond  and  Chicago  Rail¬ 
road  Company,  and  there  being  capital  stock  of  said  company  outstand¬ 
ing  in  the  hands  of  persons  unknown  to  either  of  the  parties  hereto,  to 
the  amount  of  about  eight  thousand  dollars  ($8000),  the  second  party 
agrees  that  in  case  the  owner  of  said  $8000  stock  or  thereabouts,  or  any 
part  thereof,  shall  ever  become  known,  it  shall  and  will  pay  interest  or 
dividends  to  the  holders  of  said  outstanding  stock  on  the  same  basis  as 
herein  provided  to  be  paid  on  the  stock  owned  by  the  first  party. 

The  second  party  will  also  pay  the  rental  that  may  become  due  each 
year  to  the  Richmond  and  Miami  Railroad  Company  for  the  use  of  the 
track  between  state  line  and  Richmond,  and  will  also  release  and  dis¬ 
charge  the  first  party  from  all  claims  and  demands  growing  out  of  the 
construction  of  the  Union  depot  at  Richmond  which  have  heretofore 
been  claimed  by  the  second  party  to  be  due  from  the  first  party. 

It  is  hereby  declared  to  be  a  condition  precedent  to  the  enjoyment  of 
the  right  herein  conferred  upon  the  second  party  in  respect  to  the  de¬ 
mised  property,  that  the  second  party  shall  faithfully  and  punctually 
perform  and  pay  each  and  every  the  obligations  and  payments  herein 
stipulated  to  be  performed  and  paid  by  it;  and  that  in  case  of  default  on 


CORPORATE  HISTORY. 


869 


the  part  of  the  second  party,  in  relation  thereto,  or  any  part  thereof, 
this  agreement  may,  at  the  option  of  the  first  party,  and  after  thirty  days’ 
notice  and  request  upon  the  second  party  to  perform  and  pay  as  herein 
required,  be  declared  forfeited  by  the  first  party,  and  in  case  of  continued 
default  after  such  notice,  the  first  party  may  forthwith  enter  upon  and 
dispossess  the  second  party  from  further  use  or  occupation  of  the  hereby 
demised  premises,  and  each  and  every  part  thereof.  But  if  for  any  cause 
not  growing  out  of  any  default  or  neglect  of  the  second  party  the  second 
party  shall  be  excluded  from  the  use  and  enjoyment  of  said  demised 
property,  then,  and  in  such  event,  all  duties  and  -obligations  herein  de¬ 
volved  upon  the  second  party  in  relation  to  said  demised  property,  or 
the  payment  of  rental  or  other  money  on  account  thereof,  shall  abso¬ 
lutely  and  at  once  cease  and  determine. 

In  testimony  whereof,  the  parties  have  caused  this  agreement  to  be 
executed  as  of  the  day  and  year  hereinbefore  first  written. 

Cincinnati,  Hamilton  and  Dayton  Railroad  Company, 

By  JULIUS  DEXTER,  President. 

Attest: 

F.  H.  SHORT,  Secretary. 

Chicago,  St.  Louis  and  Pittsburgh  Railroad  Company, 

By  j.  n.  McCullough, 

Attest:  First  Vice-President. 

S.  B.  LIGGETT,  Secretary. 


FIRST  MORTGAGE. 

Cincinnati,  Richmond  and  Chicago  Railroad  Company  to  Stephen 
M.  Blake,  Ezekiel  W.  McGuire  and  John  L.  Minor,  Trustees. 

Dated  May  1,  1866. 

Securing  $560,000  bonds  of  $1000  each,  dated  May  1,  1866,  payable  July 

1,  1895,  bearing  7  per  cent,  interest. 

This  indenture,  made  this  first  day  of  May,  A.  D.  eighteen  hundred 
and  sixty-six,  between  the  Cincinnati,  Richmond  and  Chicago  Railroad 
Company,  party  of  the  first  part,  and  Stephen  M.  Blake,  of  the  city  of 
New  York,  Ezekiel  W.  McGuire,  of  Eaton,  Ohio,  and  John  L.  Minor, 
of  the  city  of  Cincinnati,  parties  of  the  second  part,  witnesseth: 

That  whereas,  The  board  of  directors  of  said  party  of  the  first  party 
this  day  adopted  the  following  resolution,  viz.: 

“  Resolved,  That  to  carry  into  effect  the  fourth  clause  of  the  agree¬ 
ment  of  creditors  and  stockholders  of  the  Eaton  and  Hamilton  Railroad 
Company,  dated  June  1st,  1865,  and  containing  a  plan  for  readjusting  the 
liabilities  of  and  reorganizing  said  railroad  company,  this  corporation 
being  the  reorganized  company  designated  in  said  ‘  fourth  clause  ’  of 
said  agreement,  issue  upon  its  credit,  under  its  corporate  seal,  and  the 
president’s  signature,  with  the  counter-signature  of  secretary,  five  hun¬ 
dred  and  sixty  bonds,  each  for  the  sum  of  one  thousand  dollars,  making 
in  the  aggregate  the  sum  of  five  hundred  and  sixty  thousand  dollars, 


870  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

bearing  date  the  first  day  of  May,  A.  D.  eighteen  hundred  and  sixty-six, 
and  payable  to  Stephen  M.  Blake,  of  the  city  of  New  York,  Ezekiel  W. 
McGuire,  of  Eaton,  Ohio,  and  John  L.  Minor,  of  the  city  of  Cincinnati, 
or  bearer,  at  the  Bank  of  America,  in  the  city  of  New  York,  on  the  first 
day  of  July,  A.  D.  eighteen  hundred  and  ninety-five,  with  interest  thereon 
at  the  rate  of  seven  per  cent,  per  annum,  payable  semi-annually,  at  said 
Bank  of  America,  the  first  half-year’s  interest,  which  by  the  terms  of 
said  agreement  runs  from  the  first  of  January,  A.  D.  1866,  shall  be 
payable  on  the  first  day  of  July,  A.  D.  eighteen  hundred  and  sixty-six, 
and  thereafter  on  the  first  days  of  January  and  July  in  each  year,  for 
which  interest  proper  interest  warrants,  over  the  engraved  signature  of 
the  secretary  of  this  company,  shall  be  attached  to  each  of  said  bonds, 
and  that  to  secure  the  payment  of  said  bonds,  with  the  interest  thereon, 
a  mortgage  of  the  entire  railroad  and  property,  real  and  personal,  in¬ 
cluding  therein  with  its  railroad  all  rails,  right  of  way,  depots,  grounds 
and  buildings  thereon,  bridges,  cars  and  other  rolling  stock  and  equip¬ 
ments,  machinery,  tools,  implements,  fuel,  materials  and  all  other  prop¬ 
erty,  real  or  personal,  now  held  or  hereafter  to  be  acquired,  for  the 
constructing,  maintaining,  operating  or  repairing  said  railroad,  or  for 
repairing  or  replacing  any  of  its  equipment  or  appurtenances  as  part 
and  parcel  of  said  railroad  and  as  constituting  with  it  one  property, 
together  with  all  rights  and  franchises,  and  all  future  income  and  reve¬ 
nues  of  this  company,  including  the  franchises  to  be  and  act  as  a  cor¬ 
poration,  bearing  even  date  with  said  bonds,  be  executed  to  said  Stephen 
M.  Blake,  Ezekiel  W.  McGuire  and  John  L.  Minor,  the  survivor  or 
survivors  of  them,  their  or  his  legally  constituted  successors  or  assigns, 
in  trust  for  those  who  may  become  the  holders  and  owners  of  said  bonds, 
and  that  said  bonds  be  delivered  to  said  trustees  to  be  by  them  delivered 
to  the  persons  entitled  to  receive  the  same  under  and  by  virtue  of  said 
agreement  of  June  1st,  1865.” 

Now,  therefore,  the  said  party  of  the  first  part,  in  consideration  of 
the  premises  and  of  the  sum  of  one  dollar  to  it  paid  by  said  parties  of 
the  second  part,  the  receipt  whereof  is  hereby  acknowledged,  doth  hereby 
grant,  bargain,  sell,  alien  and  convey  to  the  said  parties  of  the  second 
part,  and  to  the  survivors  or  survivor  of  them,  their  or  his  legally  consti¬ 
tuted  successors  or  assigns  in  trust  as  hereinafter  declared,  the  railroad  of 
said  party  of  the  first  part  as  now  operated  and  heretofore  operated  and 
known  as  the  Eaton  and  Hamilton  Railroad,  extending  from  the  north 
bank  of  the  Great  Miami  river,  about  two  and  one-quarter  miles  above 
the  city  of  Hamilton,  in  the  county  of  Butler  and  state  of  Ohio,  north¬ 
wardly  to  Eaton,  in  Preble  county,  thence  westwardly  to  the  boundary 
line  between  the  states  of  Ohio  and  Indiana,  including  therein  with  its 
railroad,  all  rails,  depot  grounds  and  buildings  thereon,  bridges,  cars, 
and  other  rolling  stock  and  equipments,  machinery,  tools,  implements, 
fuel,  materials  and  all  other  property,  real  and  personal,  now  held  or 
hereafter  to  be  acquired  for  the  constructing,  maintaining,  operating  or 
repairing  said  railroad  or  for  repairing  or  replacing  any  of  its  equip¬ 
ments  or  appurtenances  as  part  and  parcel  of  said  railroad  and  as  con¬ 
stituting  with  it  one  property,  together  with  all  rights  and  franchises, 
including  the  franchise  to  be  and  act  as  a  corporation  and  all  future 


CORPORATE  HISTORY. 


8;i 


incomes  and  revenues  of  the  said  party  of  the  first  part.  To  have  and 
to  hold  the  property,  interests,  rights,  franchises,  revenues,  etc.,  so 
granted  unto  said  parties  of  the  second  part,  the  survivors  or  survivor 
of  them,  their  or  his  legal  constituted  successors  or  assigns,  on  the  trusts, 
limitations  and  conditions  following,  that  is  to  say: 

1st.  For  the  security  of  the  payments  to  such  persons  as  may  be  the 
holders  thereof  of  the  series  of  bonds  referred  to  in  the  said  resolution 
of  the  board  of  directors  of  said  party  of  the  first  part  hereinbefore  set 
forth,  which  bonds  are  five  hundred  and  sixty  in  number,  each  for  the 
sum  of  one  thousand  dollars  and  amount  in  the  aggregate  to  the  sum 
of  five  hundred  and  sixty  thousand  dollars,  and  all  bear  date  the  first 
day  of  May,  A.  D.  eighteen  hundred  and  sixty-six,  and  are  payable  to 
the  said  parties  of  the  second  part  or  bearer  at  the  Bank  of  America, 
in  the  city  of  New  York,  on  the  first  day  of  July,  A.  D.  eighteen  hundred 
and  ninety-five,  with  interest  thereon  at  the  rate  of  seven  per  cent,  per 
annum,  payable  semi-annually  at  said  Bank  of  America,  the  first  half- 
year’s  interest,  which  by  the  terms  of  said  agreement  runs  from  January 
1st,  A.  D.  1866,  being  payable  on  the  first  day  of  July,  A.  D.  eighteen 
hundred  and  sixty-six,  and  thereafter  on  the  first  days  of  January  and 
July  in  each  year,  on  the  presentation  by  the  bearer  thereof,  as  they 
respectively  become  due  of  the  interest  warrants  annexed  to  said  bonds 
at  said  Bank  of  America,  all  of  said  bonds  are  signed  by  the  president 
and  countersigned  by  the  secretary  of  said  party  of  the  first  part,  and 
have  the  seal  of  the  said  party  of  the  first  part  affixed  thereto,  and  said 
interest  warrants  are  over  the  engraved  signature  of  the  secretary  of  said 
party  of  the  first  part. 

2nd.  That  in  case  default  be  made  by  said  party  of  the  first  part  in 
the  payment  of  the  principal  money  of  said  series  of  bonds,  or  any  of 
them,  when  the  same  become  due  or  in  case  default  be  made  by  said 
party  of  the  first  part  in  the  payment  of  said  semi-annually  interest  on 
said  bonds,  or  any  of  them,  and  said  last  default  shall  continue  for  the 
space  of  sixty  days  after  said  semi-annual  interest  shall  become  due  and 
payable,  in  which  event  it  is  hereby  agreed  that  the  entire  principal  sum 
of  said  bonds  shall  become  due  and  payable  at  the  expiration  of  said 
sixty  days,  notwithstanding  the  same  may  not  have  become  due  accord¬ 
ing  to  their  tenor  in  either  case  of  default  aforesaid,  that  is  to  say,  in 
default  of  the  payment  of  the  principal  of  said  bonds  at  maturity  or  in 
default  of  the  payment  of  the  interest  for  the  said  period  of  sixty  days 
the  parties  of  the  second  part,  the  survivors  or  survivor  of  them,  their 
or  his  legally  constituted  successors  or  assigns,  upon  notice  of  any  such 
default,  and  demand  in  writing  signed  by  a  majority  in  interest  of  the 
holders  of  said  bonds,  to  institute  legal  proceedings  for  the  collection 
thereof  shall  proceed  to  file  a  bill  or  petition  in  some  court  of  competent 
jurisdiction  for  the  foreclosure  and  sale  of  the  premises  herein  granted 
and  conveyed  or  for  such  other  relief  as  may  be  had  for  the  enforcement 
of  the  trusts  herein  declared  and  the  collection  and  payment  of  the 
money  that  may  be  due,  for  principal  and  interest  on  said  bonds;  and 
in  order  that  the  proceedings  so  to  be  had  on  any  default  as  aforesaid 
may  be  carried  forward  with  all  proper  dispatch  and  for  the  better 


872  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


security  of  all  the  property  covered  by  this  conveyance  and  its  due 
application  to  the  uses  and  purposes  herein  described,  it  is  agreed 
that  upon  the  application  of  the  said  party  of  the  second  part  in  said 
suit  on  such  default  to  be  brought,  a  receiver  may  forthwith  be  appointed 
by  the  proper  court  or  judge,  to  take  possession  of  said  railroad,  and 
all  the  property,  real  and  personal,  hereby  conveyed,  and  all  the  effects, 
books,  papers  and  business  of  the  said  party  of  the  first  part  on  such 
terms  as  the  court  or  judge  may  direct,  and  the  proceeds  of  said  rail¬ 
road,  etc.,  in  the  hands  of  said  receiver  after  paying  all  proper  expenses 
incurred  in  operating  and  maintaining  said  railroad  and  the  proceeds 
arising  upon  any  sale  or  sales  to  be  had  in  said  suit  of  said  railroad 
and  other  property,  rights  and  franchises  as  aforesaid,  after  paying  all 
proper  costs  and  expenses,  including  the  expenses  of  this  trust,  shall  be 
applied  to  the  payment  of  the  moneys  due  on  said  bonds  to  the  respec¬ 
tive  holders  thereof  in  equal  proportions,  if  insufficient,  to  pay  the  whole, 
and  if  any  surplus  should  remain,  the  same  shall  be  paid  over  to  the 
holders  of  the  certificates  of  the  capital  stock  of  the  said  party  of  the 
first  part  or  otherwise,  as  in  said  suit  may  be  ordered  or  decreed.  Pro¬ 
vided,  however,  and  these  presents  are  upon  the  express  condition  that 
if  the  said  party  of  the  first  part,  its  successors  or  assigns,  shall  well  and 
truly  pay  all  the  bonds  aforesaid,  as  well  the  principal  thereof  as  the 
interest  that  may  accrue  according  to  the  tenor  and  effect  of  said  bonds, 
and  of  the  interest  warrants  thereto  attached,  then  this  indenture  shall 
become  void,  otherwise  to  remain  in  full  force  and  virtue. 

In  testimony  whereof,  the  said  party  of  the  first  part  has  caused  these 
presents  to  be  signed  by  Stephen  S.  L.  Hommedieu,  its  president,  and 
hath  caused  its  corporate  seal  to  be  hereto  affixed  at  its  business  office 
in  the  city  of  Cincinnati,  in  the  state  of  Ohio,  the  day  and  year  first 
hereinbefore  written. 

Cincinnati,  Richmond  and  Chicago  Railroad  Company, 

By  S.  S.  L.  HOMMEDIEU,  President. 
Signed,  sealed,  acknowledged  and 
delivered  in  our  presence: 

GEORGE  H.  HILL, 

STANLEY  MATTHEWS. 

Acknowledged  before  B.  D.  Stevenson,  notary  public,  Hamilton 
county,  Ohio,  May  1,  1866. 

Recorded,  Butler  county,  Ohio,  Mortgage  Record,  vol.  25,  page  365. 

SECOND  MORTGAGE. 

Cincinnati,  Richmond  and  Chicago  Railroad  Company  to  Stanley 

Matthews,  Trustee. 

Dated  March  1,  1869. 

Securing  $65,000  bonds  of  $1000  each,  dated  March  1,  1869,  payable 
January  1,  1889,  bearing  7  per  cent,  interest. 

This  indenture,  entered  into  between  the  Cincinnati,  Richmond  and 
Chicago  Railroad  Company,  a  corporation  organized  by  and  under  the 


CORPORATE  HISTORY. 


873 


laws  of  the  state  of  Ohio,  the  party  of  the  first  part,  and  Stanley 
Matthews,  of  the  county  of  Hamilton  and  state  aforesaid,  party  of  the 
second  part,  witnesses: 

Whereas,  The  party  of  the  first  part  heretofore  on  the  first  day  of 
May,  eighteen  hundred  and  sixty-six,  executed  and  delivered  its  certain 
deed  of  mortgage  upon  its  road,  property  and  franchises  therein  de¬ 
scribed  to  Stephen  M.  Blake,  Ezekiel  W.  McGuire  and  John  L.  Minor, 
as  trustees,  to  secure  the  payment  of  its  bonds  to  the  amount  of  five  hun¬ 
dred  and  sixty  thousand  dollars,  maturing  on  the  first  day  of  July,  eigh¬ 
teen  hundred  and  ninety-five,  and  interest  thereon  at  the  rate  of  seven 
per  centum  per  annum,  payable  semi-annually  at  the  Bank  of  America; 
and  whereas,  the  party  of  the  first  part  is  indebted  in  a  large'  sum  of 
money  for  necessary  repairs  to  its  railroad,  the  rebuilding  of  bridges 
and  other  structures,  and  the  purchase  of  machinery  and  rolling  stock, 
which  debt  is  unfunded;  and  whereas,  for  the  purpose  of  funding  said 
debt,  at  the  request  and  with  the  assent  in  writing  of  the  holders  of  a 
majority  in  interest  of  the  present  capital  stock  of  said  company,  the 
board  of  directors  have  resolved  to  issue  sixty-five  negotiable  bonds  of 
said  company  of  one  thousand  dollars  each,  payable  on  the  first  day  of 
January,  eighteen  hundred  and  eighty-nine,  bearing  interest  at  the  rate 
of  seven  per  centum  per  annum,  payable  semi-annually  on  the  first  days 
of  July  and  January  in  each  year,  principal  and  interest  payable  in  the 
city  of  Cincinnati,  with  interest  coupons  attached,  secured  by  a  mort¬ 
gage  upon  the  road,  real  estate,  machinery  and  all  other  property  ac¬ 
quired  or  to  be  acquired  and  franchises  of  said  company  to  be  made 
and  delivered  to  the  said  party  of  the  second  part  as  trustee  for  the 
holders  thereof,  but  subject,  nevertheless,  to  the  prior  lien  of  the  said 
above  recited  mortgage,  and  of  any  other  that  may  hereafter  be  sub¬ 
stituted  therefor,  the  right  to  do  which,  for  the  renewal  or  payment  of 
the  bonds  secured  thereby  is  hereby  reserved.  Now,  therefore,  in  con¬ 
sideration  of  the  premises  and  of  one  dollar,  to  it  in  hand  paid  by  the 
said  party  of  the  second  part,  the  receipt  whereof  is  hereby  acknowl¬ 
edged,  the  said  party  of  the  first  part  does  hereby  bargain,  sell  and  con¬ 
vey  to  the  said  party  of  the  second  part,  his  heirs  and  assigns  forever, 
in  trust,  as  hereinafter  described,  the  railroad  of  the  said  party  of  the 
first  part,  as  now  constructed  and  operated,  and  heretofore  known  as  the 
Eaton  and  Hamilton  Railroad,  extending  from  the  north  bank  of  the 
Great  Miami  river,  about  two  and  one-quarter  miles  from  the  city  of 
Hamilton,  in  the  county  of  Butler  and  state  aforesaid,  northwardly  to 
Eaton,  in  Preble  county  in  said  state;  thence  westwardly  to  the  boundary 
line  between  the  states  of  Ohio  and  Indiana,  including  therein  with  its 
railroad  all  rails,*  depots,  depot  grounds  and  buildings  thereon,  bridges, 
right  of  way  and  real  estate  of  every  description  and  wherever  situate, 
cars,  locomotives,  and  other  rolling  stock  and  other  equipments,  ma¬ 
chinery,  tools,  implements,  fuel,  materials,  supplies  and  all  other  per¬ 
sonal  property,  now  held  or  hereafter  to  be  acquired  for  the  construct¬ 
ing,  maintaining,  operating  or  repairing  said  railroad  or  for  repairing 
or  replacing  any  of  its  equipments  or  appurtenances  and  including  the 
right  of  way  over  the  tracks  of  the  Richmond  and  Miami  Railroad 


(V4  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 


from  the  terminus  of  the  railroad  of  the  party  of  the  first  part  at  the 
boundary  line  between  the  states  of  Ohio  and  Indiana  as  aforesaid  to 
and  into  the  city  of  Richmond,  in  the  state  of  Indiana;  together  with 
all  rights  and  franchises,  including  the  right  to  be  and  act  as  a  cor¬ 
poration,  and  all  future  incomes  and  revenues  of  the  said  party  of  the 
first  part.  To  have  and  to  hold  the  property,  interests,  rights,  franchises 
and  revenues  so  granted  unto  the  party  of  the  second  part,  his  heirs 
and  assigns,  on  the  trusts  and  conditions  following,  that  is  to  say: 

ist.  For  the  security  of  the  payment  to  such  persons  as  may  be  the 
holders  thereof  of  the  series  of  bonds  above  referred  to  and  authorized 
to  be  issued,  which  bonds  are  sixty-five  in  number,  each  for  the  sum  of 
one  thousand  dollars,  bearing  even  date  herewith  and  payable  to  the 
Cincinnati,  Hamilton  and  Dayton  Railroad  Company  or  bearer,  in  the 
city  of  Cincinnati,  on  the  first  day  of  January,  in  the  year  eighteen 
hundred  and  eighty-nine,  with  interest  thereon  at  the  rate  of  seven  per 
centum  per  annum,  payable  semi-annually  on  the  first  days  of  July  and 
January  in  each  year  at  the  office  of  the  Cincinnati,  Hamilton  and  Dayton 
Raili  oad  Company  in  said  city,  which  interest  warrants  attached  and 
numbered  from  one  to  sixtv-five  inclusive,  signed  by  the  president  and 
countersigned  by  the  secretary,  and  on  each  of  which  a  revenue  stamp 
of  the  amount  of  fifty  cents  is  affixed,  and  all  of  which  bonds  are  equally 
secured  hereby  without  regard  to  the  date  of  the  issue,  which  bonds  are 
in  the  form  following,  the  respective  numbers  being  omitted: 


The  Cincinnati,  Richmond  and  Chicago  Railroad  Company  acknowl¬ 
edges  itself  to  owe  the  Cincinnati,  Hamilton  and  Dayton  Railroad  Com¬ 
pany  or  bearer  the  sum  of  one  thousand  dollars,  to  be  paid  to  the  holder 
of  this  bond  on  presentation  thereof  at  the  office  of  the  said  Cincinnati, 
Hamilton  and  Dayton  Railroad  Company  in  the  city  of  Cincinnati,' 
county  of  Hamilton  and  state  of  Ohio,  on  the  first  day  of  January,  A.  D.' 
1889,  with  interest  thereon  at  the  rate  of  seven  per  centum  per  annum, 
payable  semi-annually  on  the  first  day  of  July  and  January  in  each  year 
until  the  principal  shall  be  paid  on  the  presentation  of  the  annexed  in¬ 
terest  warrants  as  they  become  due  at  the  same  place.  This  bond  is 
one  of  a  series  of  like  tenor  and  date,  not  exceeding  in  the  whole  the  sum 
of  sixty-fh  e  thousand  dollars,  issued  and  to  be  issued,  with  the  consent 
in  writing  of  stockholders  representing  a  majority  of  the  existing  capital 
stock  of  the  Cincinnati,  Richmond  and  Chicago  Railroad  Company  in 
pursuance  of  an  act  of  the  General  Assembly  of  the  state  of  Ohio,  en¬ 
titled  An  act  to  authorize  railroad  companies  to  increase  their  capital 
stock  and  issue  bonds  in  certain  cases,”  passed  April  9th,  1863.  Full 
payment  of  the  principal  and  interest  of  the  whole  issue  of  these  bonds 
is  secured  by  a  mortgage  bearing  even  date  herewith  to  Stanley  Matthews, 
of  Cincinnati,  Hamilton  county,  Ohio,  as  trustee  for  the  holders  of  said 
bonds  upon  the  railroad  of  said  Cincinnati,  Richmond  and  Chicago  Rail¬ 
road  Company,  formerly  known  as  the  Eaton  and  Hamilton  Railroad 
Company,  made  and  to  be  made,  including  the  rights  of  way,  roadbed 
and  superstructures  thereon,  with  its  present  and  future  to  be  acquired 
rolling  stock,  equipment,  furniture,  fixtures,  depots  and  depot  grounds, 


CORPORATE  HISTORY. 


§75 


bridges,  and  all  materials,  tools,  implements,  fuel  and  all  other  personal 
property,  and  all  its  real  estate  of  every  description,  now  held  or  here¬ 
after  to  be  acquired,  and  the  income  and  franchises  of  said  company. 

In  witness  whereof,  said  Cincinnati,  Richmond  and  Chicago  Railroad 
Company  has  caused  this  bond  to  be  signed  by  its  president  and  counter¬ 
signed  by  its  secretary,  and  its  corporate  seal  to  be  thereto  affixed,  at 
the  city  of  Cincinnati,  in  the  state  of  Ohio,  this  first  day  of  March,  A.  D. 
1869. 

(Signed)  S.  S.  L.  HOMMEDIEU, 

President  Cm.  Rich,  and  Chic.  R.  R.  Co. 

Countersigned: 

F.  H.  SHORT, 

Secretary  Cin.  Rich,  and  Chic.  R.  R.  Co. 

The  foregoing  bond  is  one  of  the  series  of  bonds  above  named,  amount¬ 
ing  in  the  whole  to  a  sum  not  exceeding  sixty-five  thousand  dollars. 

2nd.  That  in  case  default  be  made  by  said  party  of  the  first  part  in 
the  payment  of  the  principal  money  of  said  series  of  bonds,  or  any  of 
them,  when  the  same  becomes  due,  or  in  case  default  be  made  by  said 
party  of  the  first  part  in  the  payment  of  said  semi-annual  interest  on  said 
bonds,  or  any  of  them,  and  said  last  default  shall  continue  for  the  space 
of  sixty  days  after  said  semi-annual  interest  shall  become  due  and  pay¬ 
able,  in  which  event  it  is  hereby  agreed  that  the  entire  principal  sum  oi 
said  bonds  shall  become  due  and  payable  at  the  expiration  of  said  sixty 
days,  notwithstanding  the  same  may  not  have  become  due  according  to 
their  tenor,  and  in  either  case  of  default  aforesaid,  that  is  to  say,  in 
default  of  the  payment  of  the  principal  of  said  bonds  at  maturity  or  in 
default  of  the  payment  of  the  interest  for  the  said  period  of  sixty  days, 
the  party  of  the  second  part  or  his  legally  constituted  successor  or 
assigns,  upon  notice  of  any  such  default  and  demand  in  writing,  signed 
by  a  majority  in  interest  of  the  holders  of  said  bonds,  to  institute  legal 
proceedings  for  the  collection  thereof,  shall  proceed  to  file  a  bill  or 
petition  in  some  court  of  competent  jurisdiction  for  the  foreclosure  and 
sale  of  the  premises  herein  granted  and  conveyed,  or  for  such  other 
relief  as  may  be  had  for  the  enforcement  of  the  trusts  herein  declared 
and  the  collection  and  payment  of  the  money  that  may  be  due  for  prin¬ 
cipal  and  interest  on  said  bonds;  and  in  order  that  the  proceedings  so 
to  be  had  on  any  default  as  aforesaid  may  be  carried  forward  with  all 
proper  dispatch,  and  for  the  better  security  of  all  the  property  covered 
by  this  conveyance,  and  its  due  application  to  the  uses  and  purposes 
herein  described,  it  is  agreed  that,  upon  the  application  of  the  said  party 
of  the  second  part  in  said  suit  so  on  such  default  to  be  brought,  a 
receiver  may  forthwith  be  appointed  by  the  proper  court  or  judge,  to 
take  possession  of  said  railroad,  and  all  the  property,  real  and  personal, 
hereby  conveyed,  and  all  the  effects,  books,  papers  and  business  of  the 
said  party  of  the  first  part,  on  such  terms  as  the  court  or  judge  may 
direct,  and  the  proceeds  of  said  railroad,  etc.,  in  the  hands  of  said  re¬ 
ceiver,  after  paying  all  proper  expenses  incurred  in  operating  and  main¬ 
taining  said  railroad,  and  the  proceeds  arising  upon  any  sale  or  sales  to 


876  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

be  had  in  said  suit  of  said  railroad  and  other  property,  rights  and  fran- 
c  uses,  as  aforesaid,  after  paying  all  proper  costs  and  expenses,  including 
the  expenses  of  this  trust,  shall  be  applied  to  the  payment  of  the  moneys 
due  on  said  bonds  to  the  respective  holders  thereof,  in  equal  proportions 
1  insufficient  to  pay  the  whole,  and  if  any  surplus  should  remain,  the 
same  shall  be  paid  over  to  the  holders  of  the  certificates  of  the  capital 
stock  of  the  said  party  of  the  first  part  or  otherwise  as  in  said  suit  may 
be  ordered  or  decreed. 

Provided,  however,  and  these  presents  are  upon  the  express  condition, 
t  lat  if  the  said  party  of  the  first  part,  its  successors  or  assigns,  shall  well 
and  truly  pay  all  the  bonds  aforesaid,  as  well  the  principal  thereof  as  the 
interest  that  may  accrue  according  to  the  tenor  and  effect  of  said  bonds 
and  of  the  interest  warrants  thereto  attached,  then  this  instrument  shall 
become  void,  otherwise  to  remain  in  full  force  and  virtue. 

In  testimony  whereof,  the  said  party  of  the  first  part  has  caused  these 
presents  to  be  srgned  by  Stephen  S.  L.  Hommedieu,  its  president,  and 
ath  caused  its  corporate  seal  to  be  hereto  affixed  at  its  business  office 
m  the  city  of  Cincinnati,  in  the  state  of  Ohio,  this  first  day  of  March' 
eighteen  hundred  and  sixty-nine. 

The  Cincinnati,  Richmond  and  Chicago  Railroad  Company, 

By  S.  S.  L.  HOMMEDIEU,  President. 
Signed,  sealed,  acknowledged  and 
delivered  in  our  presence: 

C.  B.  MARSH, 

B.  D.  STEVENSON. 

Acknowkdged  before  B.  D.  Stevenson,  notary  public,  Butler  county 
Ohio,  March  1,  1869. 

Recorded,  Butler  county,  Ohio,  Mortgage  Record  29,  page  361. 


CINCINNATI  AND  RICHMOND  RAILROAD  COMPANY 

(First).1 

CERTIFICATE  OF  INCORPORATION. 

Be  it  remembered,  that  we,  whose  names  are  hereunto  subscribed  a 
majority  of  whom  are  citizens  of  the  state  of  Ohio,  desiring  to  become 
incorporated,  pursuant  to  statutes  in  such  case  provided,  have  executed 
the  following  articles  of  incorporation,  and  certify  as  follows: 

Drst.  The  name  of  the  corporation  is  to  be  “The  Cincinnati  and 
Richmond  Railroad  Company.” 

Second.  The  object  of  this  incorporation  is  to  construct,  operate  and 

maintain  a  railroad  for  public  use  in  the  transportation  of  freight  and 
passengers. 

p  W  ,  The  .SOUthern  or  eastern  terminus  of  said  road  is  a  point  near 
Ked  Bank  station,  on  the  line  of  the  Little  Miami  Railroad  in  Columbia 
township,  Hamilton  county,  Ohio,  and  the  northern  or  western  terminus 


1  See  page  140. 


CORPORATE  HISTORY. 


877 


is  at  a  point  in  the  line  between  the  states  of  Ohio  and  Indiana,  between 
the  county  of  Preble,  Ohio,  and  Union,  Indiana,  about  four  miles  north¬ 
westwardly  from  the  village  of  Fair  Haven,  in  Israel  township,  Preble 
county,  Ohio. 

Fourth.  Said  road  is  to  extend  through  a  portion  of  Hamilton 
county  and  through  the  counties  of  Butler  and  Preble,  in  the  state  of 
Ohio. 

Fifth.  The  amount  of  the  capital  stock  of  the  corporation  is  to  be 
two  and  one-half  million  dollars;  and  the  number  of  shares  twenty-five 
thousand,  of  one  hundred  dollars  each. 

In  testimony  whereof,  we  have  hereunto  set  our  hands  this  twentieth  day 
of  December,  1881. 

THOS.  D.  MESSLER, 
WM.  H.  MOONEY, 

A.  S.  PARKS, 

JNO.  E.  DAVIDSON, 

J.  DUNBAR. 

Duly  acknowledged  before  notary  public  and  clerk  of  the  Court  of 
Common  Pleas,  Jefferson  county,  Ohio. 

Filed  in  office  secretary  state  of  Ohio,  December  22,  1881. 


CINCINNATI  AND  RICHMOND  RAILROAD  COMPANY 

(Consolidated).1 

AGREEMENT  FOR  CONSOLIDATION 

Between  the  Cincinnati  and  Richmond  Railroad  Company,  the 
Cincinnati,  Richmond  and  Chicago  Railroad  Company  and  the 
Richmond  and  Miami  Railway  Company  under  the  Name  of 
the  Cincinnati  and  Richmond  Railroad  Company. 

Whereas,  The  Cincinnati  and  Richmond  Railroad  Company  is  a  cor¬ 
poration  duly  created  and  organized  under  the  laws  of  Ohio,  having  a 
railroad  constructed  and  to  be  constructed  from  its  southern  or  eastern 
terminus  at  a  point  near  Red  Bank  station,  on  the  Little  Miami  Rail¬ 
road,  in  Columbia  township,  Hamilton  county,  Ohio,  northwestwardly 
to  the  state  line  between  Ohio  and  Indiana,  in  the  direction  of  Rich¬ 
mond,  in  the  last  named  state,  the  same  being  already  constructed  as 
far  as  Hamilton,  Ohio,  and  there  forming  a  connection  with  the  Cin¬ 
cinnati,  Richmond  and  Chicago  Railroad:  and 

Whereas,  The  Cincinnati,  Richmond  and  Chicago  Railroad  Company 
is  a  corporation  duly  created  and  organized  under  the  laws  of  Ohio, 
having  a  railroad  already  constructed  from  its  southern  terminus  in  the 
city  of  Hamilton,  northwestwardly  to  the  state  line  between  Ohio  and 
Indiana,  in  the  direction  of  Richmond  in  the  last  named  state:  and 

Whereas,  The  Richmond  and  Miami  Railway  Company  is  a  corpora¬ 
tion  duly  created  and  organized  under  the  laws  of  Indiana,  having  its 


1  See  page  141. 


878  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

southern  or  eastern  terminus  at  a  point  of  connection  with  the  railroad 
of  the  Cincinnati,  Richmond  and  Chicago  Railroad  Company  on  the 
state  line  between  Ohio  and  Indiana,  and  its  western  or  northern  ter¬ 
minus  in  the  city  of  Richmond,  Wayne  county,  Indiana:  and 

Whereas,  The  railroads  of  the  three  companies  constructed  and  to  be 
constructed  as  aforesaid  form  a  continuous  line  for  the  passage  of  cars 
from  Red  Bank,  Ohio,  to  Richmond,  Indiana,  and  the  same  are  not 
parallel  nor  competing  lines  of  railroad:  and 

Whereas,  It  is  believed  that  the  interests  of  said  several  companies 
will  be  promoted  and  their  ability  to  perform  their  duty  to  the  public 
as  common  carrier  will  be  increased  by  a  merger  and  consolidation  of 
the  capital  stock,  franchises  and  property  of  said  three  several  companies 
into  one  new  consolidated  company: 

Therefore,  The  directors  of  said  several  companies  hereby  enter  into 
the  following  joint  agreement  in  relation  thereto: 

1.  The  capital  stock,  franchises  and  estates,  real,  personal  and  mixed 
of  said  Cincinnati  and  Richmond  Railroad  Company,  said  Cincinnati, 
Richmond  and  Chicago  Railroad  Company,  and  said  Richmond  and 
Miami  Railway  Company  shall  be  and  they  are  hereby  merged  and 
consolidated,  to  be  hereafter  known,  owned  and  controlled  as  and  by 
one  railroad  company. 

2.  The  name  of  said  company  shall  be  the  Cincinnati  and  Richmond 
Railroad  Company. 

3-  The  directors  of  said  company  shall  be  seven  in  number,  and  the 
officers  shall  consist  of  a  president,  secretary  and  treasurer.  The  fol¬ 
lowing  are  the  names  and  places  of  residence  of  the  first  directors  of 
said  company:  J.  N.  McCullough,  Pittsburgh,  Pa.;  Thomas  D.  Messier 
Pittsburgh,  Pa.;  James  McCrea,  Pittsburgh,  Pa.;  J.  T.  Brooks,  Salem’ 
Ohio;  James  E.  Neal,  Hamilton,  Ohio;  D.  S.  Gray,  Columbus,  Ohio;’ 
John  F.  Miller,  Richmond,  Indiana.  The  following  are  the  names  and 
places  of  residence  of  the  first  officers  of  said  company:  Thomas  D. 
Messier,  president,  Pittsburgh,  Pa.;  S.  B.  Liggett,  secretary,  Pittsburgh, 
Pa.;  John  E.  Davidson,  treasurer,  Pittsburgh,  Pa. 

4-  The  capital  stock  of  said  company  shall  be  twelve  hundred  and 
fifty  thousand  dollars  ($1,250,000).  consisting  of  twelve  thousand  five 
hundred  shares  of  one  hundred  dollars  ($100)  each. 

5-  Inasmuch  as  all  the  capital  stock  of  the  Cincinnati,  Richmond  and 
Chicago  Railroad  Company  and  of  the  Richmond  and  Miami  Railway 
Company  is  now  owned  by  the  stockholders  of  the  Cincinnati  and  Rich¬ 
mond  Railroad  Company,  all  the  capital  stock  of  the  new  consolidated 
company  shall  be  issued  to  the  present  stockholders  of  the  Cincinnati 
and  Richmond  Railroad  Company  on  the  basis  of  the  stock  now  owned 
by  them  respectively. 

6.  The  principal  office  of  said  company  shall  be  in  Hamilton,  Butler 
county,  Ohio. 

In  testimony  whereof,  said  companies  have  caused  this  agreement  to 
be  executed  and  their  several  corporate  seals  to  be  hereto  attached,  and 
in  confirmation  thereof,  a  majority  of  the  directors  of  each  of  said 


CORPORATE  HISTORY. 


879 


companies  have  hereunto  set  their  signatures  this  fourteenth  day  of 
March,  in  the  year  one  thousand  eight  hundred  and  ninety. 

The  Cincinnati  and  Richmond  Railroad  Company, 
[corporate  seal]  By  THOS.  D.  MESSLER,  President. 


Attest: 

S.  B.  LIGGETT,  Secretary. 

'  j.  n.  McCullough, 
THOS.  D.  MESSLER, 
JAMES  McCREA, 
Directors,  -j  E.  F.  FULLER, 

RALPH  PETERS, 
JARED  DUNBAR, 

W.  A.  GOODMAN, 

Cincinnati,  Richmond  and  Chicago  Railroad  Company, 
[corporate  seal]  By  THOS.  D.  MESSLER,  President. 


Attest: 


S.  B.  LIGGETT,  Secretary. 


Directors. 


'  j.  n.  McCullough, 
THOS.  D.  MESSLER, 
JAMES  McCREA, 

J.  T.  BROOKS, 

"  J.  F.  MILLER, 

H.  I.  MILLER, 

D.  S.  GRAY, 

RALPH  PETERS, 


Richmond  and  Miami  Railway  Company, 
[corporate  seal]  By  JAMES  McCREA,  President. 


Attest: 


S.  B.  LIGGETT,  Secretary. 


« 


'  j.  n.  McCullough, 
THOS.  D.  MESSLER, 
JAMES  McCREA, 
Directors.  \  J.  T.  BROOKS, 

H.  I.  MILLER, 

J.  F.  MILLER, 
RALPH  PETERS. 

N 


I,  S.  B.  Liggett,  secretary  of  the  Cincinnati  and  Richmond  Railroad 
Company,  do  hereby  certify  that  the  execution  of  the  foregoing  agree¬ 
ment  of  consolidation  on  the  part  of  said  Cincinnati  and  Richmond 
Railroad  Company  was  authorized  by  the  directors  of  said  company  by 
resolution  duly  entered  upon  their  minutes  at  a  meeting  held  on  the 
fourteenth  day  of  March,  A.  D.  1890;  also  that  said  agreement  was  sub¬ 
mitted  to  the  stockholders  of  said  company  at  a  meeting  thereof  (separate 
from  the  meeting  of  the  stockholders  of  the  Cincinnati,  Richmond  and 
Chicago  Railroad  Company  and  of  the  Richmond  and  Miami  Railway 
Company),  called  for  the  purpose  of  taking  the  same  into  consideration, 


880  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST,  LOUIS  RY.  CO. 


a.t  the  city  of  Cincinnati,  in  the  state  of  Ohio,  on  the  nineteenth  day 
of  March,  A.  D.  1890;  that  at  said  meeting  said  agreement  was  con¬ 
sidered  and  a  vote  by  ballot  taken  for  the  adoption  or  rejection  of  the 
same;  that  6400  votes,  representing  6400  shares  of  stock,  the  same  con¬ 
stituting  the  entire  outstanding  capital  stock  of  said  company,  were 
cast  at  said  meeting,  all  of  which  were  cast  for  the  adoption  of  said 
agreement,  there  being  no  votes  whatever  cast  against  the  adoption  of 
the  same.  I  also  further  certify  that  all  the  stockholders  of  said  Cin¬ 
cinnati  and  Richmond  Railroad  Company  were  present  at  such  meeting 
in  person  or  by  proxy;  the  statutory  notice  of  said  meeting  having  been 
waived  by  all  of  said  stockholders  in  writing. 

[corporate  seal]  S.  B.  LIGGETT, 

Secretary  of  the  Cincinnati  and  Richmond  Railroad  Company. 

I,  S.  B.  Liggett,  secretary  of  the  Cincinnati,  Richmond  and  Chicago 
Railroad  Company,  do  hereby  certify  that  the  execution  of  the  foregoing 
agreement  of  consolidation  on  the  part  of  said  Cincinnati,  Richmond 
and  Chicago  Railroad  Company  was  authorized  by  the  directors  of  said 
company  by  resolution  duly  entered  upon  their  minutes  at  a  meeting 
held  on  the  fourteenth  day  of  March,  A.  D.  1890;  also  that  said  agree¬ 
ment  was  submitted  to  the  stockholders  of  said  company  at  a  meeting 
thereof  (separate  from  the  meeting  of  the  stockholders  of  the  Cincinnati 
and  Richmond  Railroad  Company  and  of  the  Richmond  and  Miami 
Railway  Company),  called  for  the  purpose  of  taking  the  same  into  con¬ 
sideration  at  the  city  of  Cincinnati,  in  the  state  of  Ohio,  on  the  nine¬ 
teenth  day  of  March,  A.  D.  1890;  that  at  said  meeting  said  agreement 
was  considered  and  a  vote  by  ballot  taken  for  the  adoption  or  rejection 
of  the  same;  that  7652  votes,  representing  7652  shares  of  stock,  the  same 
constituting  the  entire  outstanding  capital  stock  of  said  companv,  were 
cast  at  said  meeting,  all  of  which  were  cast  for  the  adoption  of  said 
agreement,  there  being  no  votes  whatever  cast  against  the  adoption  of 
the  same.  I  also  further  certify  that  all  the  stockholders  of  said  Cin¬ 
cinnati,  Richmond  and  Chicago  Railroad  Company  were  present  at 
such  meeting  in  person  or  by  proxy;  the  statutory  notice  of  said  meeting 
having  been  waived  by  all  of  said  stockholders  in  writing. 

[corporate  seal]  S.  B.  LIGGETT. 

Secretary  of  the  Cincinnati,  Richmond  and  Chicago  Railroad  Company. 

I,  S.  B.  Liggett,  secretary  of  the  Richmond  and  Miami  Railway  Com¬ 
pany,  do  hereby  certify  that  the  execution  of  the  foregoing  agreement  of 
consolidation  on  the  part  of  said  Richmond  and  Miami  Railway  Com¬ 
pany  was  authorized  by  the  directors  of  said  company  by  resolution 
duly  entered  upon  their  minutes  at  a  meeting  held  on  the  fourteenth  day 
of  March,  A.  D.  1890;  also  that  said  agreement  was  submitted  to  the 
stockholders  of  said  company  at  a  meeting  thereof  (separate  from  the 
meeting  of  the  stockholders  of  the  Cincinnati  and  Richmond  Railroad 
Company  and  of  the  Cincinnati,  Richmond  and  Chicago  Railroad  Com¬ 
pany),  called  for  the  purpose  of  taking  the  same  into  consideration  at 


CORPORATE  HISTORY. 


881 

the  city  of  Richmond,  in  the  state  of  Indiana,  on  the  twentieth  day  of 
March,  A.  D.  1890;  that  at  said  meeting  said  agreement  was  considered 
and  a  vote  by  ballot  taken  for  the  adoption  or  rejection  of  the  same; 
that  2300  votes,  representing  2300  shares  of  stock,  the  same  constituting 
the  entire  outstanding  capital  stock  of  said  company,  were  cast  at  said 
meeting,  all  of  which  were  cast  for  the  adoption  of  said  agreement,  there 
being  no  votes  whatever  cast  against  the  adoption  of  the  same.  I  also 
further  certify  that  all  the  stockholders  of  said  Richmond  and  Miami 
Railway  Company  were  present  at  such  meeting  in  person  or  by  proxy; 
the  statutory  notice  of  said  meeting  having  been  waived  by  all  of  said 
stockholders  in  writing. 

[corporate  seal]  S.  B.  LIGGETT, 

Secretary  of  the  Richmond  and  Miami  Railway  Company. 

Filed  in  the  office  secretary  of  state  of  Indiana,  March  26,  1890;  Ohio, 
March  25,  1890. 


RICHMOND  AND  CINCINNATI  RAILROAD 

COMPANY.1 

ARTICLES  OF  ASSOCIATION. 

Whereas,  It  is  proposed  to  incorporate  a  railroad  company,  for  the 
purpose  of  constructing,  operating  and  maintaining  a  railroad  within 
the  counties  of  Union  and  Wayne,  in  the  state  of  Indiana;  and 

Whereas,  Fifty  thousand  dollars  in  the  stock  of  said  proposed  com¬ 
pany  have  already  been  subscribed  in  good  faith;  and 

Whereas,  The  parties  so  subscribing  to  said  stock  have  this  day,  in 
meeting  duly  called,  elected  from  their  own  number  a  board  of  seven 
directors  to  manage  the  affairs  of  said  company. 

Now,  therefore,  for  the  purpose  of  completing  the  incorporation  and 
organization  of  said  company,  pursuant  to  statute  in  such  case  pro¬ 
vided,  we,  the  subscribers,  do  hereby  execute  the  following  articles  of 
association  and  certify  as  follows: 

First.  The  name  of  said  company  shall  be  the  Richmond  and  Cin¬ 
cinnati  Railroad  Company. 

Second.  The  capital  stock  of  said  company  shall  be  five  hundred  thou¬ 
sand  dollars. 

Third.  Said  capital  stock  shall  be  divided  into  five  thousand  shares 
of  one  hundred  dollars  each. 

Fourth.  The  number  of  directors  of  said  company  shall  be  seven,  and 
the  following  are  the  names  of  the  directors  who  have  already  been 
chosen  pursuant  to  law,  to  manage  the  affairs  of  the  company:  Thomas 
D.  Messier,  Pittsburgh,  Pa.;  Jno.  E.  Davidson,  Pittsburgh,  Pa.;  S.  B. 
Liggett,  Pittsburgh,  Pa.;  Wm.  Thaw,  Pittsburgh,  Pa.;  Wm.  Mullins, 
Pittsburgh,  Pa.;  W.  H.  Barnes,  Pittsburgh,  Pa.;  J.  T.  Armstrong,  Pitts¬ 
burgh,  Pa. 


56 


1  See  page  142. 


882  PITTSBURGH,  CINCINNATI,  CHICAGO  AND  ST.  LOUIS  RY.  CO. 

Fifth.  Said  railroad  shall  be  constructed  wholly  within  the  counties 
of  Union  and  Wayne,  the  southern  or  eastern  terminus  thereof  being  a 
point  in  the  line  between  the  states  of  Ohio  and  Indiana,  where  it  divides 
the  county  of  Preble,  Ohio,  and  Union,  Indiana,  about  four  miles  south¬ 
eastward^  from  the  village  of  Boston,  in  Boston  township,  Wayne 
county,  Indiana;  thence  through  the  township  of  Harrison,  in  Union 
county,  Indiana,  and  through  the  townships  of  Boston  and  Wayne,  in 
Wayne  county,  Indiana;  the  northern  or  western  terminus  thereof  being 
the  city  of  Richmond,  Indiana. 

Sixth.  The  estimated  length  of  said  road  is  eleven  and  one-half  miles. 

In  testimony  whereof,  we  have  hereunto  set  our  names  and  affixed 
our  places  of  residence  and  the  number  of  shares  taken  by  us  respectively 
in  the  stock  of  said  company,  this  twelfth  day  of  December,  1881. 

Signed  by  seventeen  subscribers. 

Filed  in  the  office  of  the  secretary  of  state  of  Indiana,  December  15, 
1881. 


INDEX. 


Acts  of  Congress.  page 

Holliday’s  Cove  R.  R.  Co .  230 


Acts  of  State  Legislatures. 

Steubenville  Extension,  Pennsylvania  R.  R 

Pittsburgh  &  Steubenville  R.  R.  Co . 

Western  Transportation  Co . 

Pan  Handle  Ry.  Co . 

Holliday’s  Cove  R.  R.  Co . 

Wheeling  Railroad  Bridge  Co . 

Steubenville  &  Indiana  R.  R.  Co . 

Central  Ohio  R.  R.  Co . 

Pittsburgh,  Cincinnati  &  St.  Louis  Ry.  Co. 

Columbus,  Piqua  &  Indiana  R.  R.  Co . 

Indiana  Central  Ry.  Co . 

New  Castle  &  Richmond  R.  R.  Co . 

Galena  &  Illinois  River  R.  R.  Co . 

Chicago  &  Great  Eastern  Ry.  Co . 

Eaton  &  Hamilton  R.  R.  Co.  (No.  1) . 

Richmond  &  Miami.  R.  R.  Co . 


Agreements. 

Steubenville  &  Indiana  R.  R.  Co.  and  Trustees  Cadiz  Township, 

June  17,  1852.... .  247 

Central  Ohio  R.  R.  Co.  and  Steubenville  &  Indiana  R.  R.  Co., 


Columbus  &  Indianapolis  R.  R.  Co.  and  Richmond  &  Covington 

R.  R.  Co.,  June  29,  1864 .  403 

Union  &  Logansport  R.  R.  Co.  and  Marion  &  Mississinewa  Val¬ 
ley  R.  R.  Co.,  Jan.  8,  1863 .  447 

Cincinnati  Western  R.  R.  Co.  and  Cincinnati,  Cambridge  & 

Chicago  Short  Line  Ry.  Co.,  March  26,  1853 .  552 

Chicago  &  Cincinnati  R.  R.  Co.  and  bondholders,  Jan.  7,  1865....  622 
Chicago  &  Cincinnati  R.  R.  Co.  and  holders  of  bonds  held  as 

collateral,  Jan.  7,  1865 .  623 

Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  and  Kokomo  Belt 

R.  R.  Co.,  March  9,  1889 .  768 

Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  and  Kokomo  Belt 

R.  R.  Co.,  March  9,  1889 .  769 

Cincinnati,  Hamilton  &  Dayton  R.  R.  Co.  and  Chicago,  St.  Louis 
&  Pittsburgh  R.  R.  Co.,  Aug.  16,  1888 . 864 

Alexander,  Henry  M.,  Trustee. 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  Sept.  7,  1852 .  272 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  Oct.  4.  1853 .  277 

Supplementary  mortgage,  Steubenville  &  Indiana  R.  R.  Co., 

April  7,  1855 . . . . .  281 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  April  14,  1864 . 287 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  April  19,  1864 . 292 

Andrews,  Martin,  Trustee. 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  Feb.  15,  1856 .  284 

(883) 


. ...  143 

.  168-174 
. 196-198 
. . . .  208 
.227-230 
. . . .  238 
. 242-246 
.265-272 
3i3,  3i4 
.336-339 
.412-414 

.538-543 
• ...  595 
. ...  603 

.771-784 

.799-807 


884 


INDEX, 


Articles  of  Association.  page 

Union  &  Logansport  R.  R.  Co .  446 

Marion  &  Mississinewa  Valley  R.  R.  Co.  (First) .  454 

Marion  &  Logansport  R.  R.  Co .  464 

Logansport  &  Pacific  R.  R.  Co .  481 

Toledo,  Logansport  &  Burlington  Ry.  Co .  514 

Cincinnati,  Cambridge  &  Chicago  Short  Line  Ry.  Co .  551 

Cincinnati,  New  Castle  &  Michigan  R.  R.  Co .  554 

Cincinnati  &  Chicago  Air  Line  R.  R.  Co .  570 

Chicago  &  Great  Eastern  Ry.  Co.  (No.  1) .  600 

Chicago  &  Cincinnati  R.  R.  Co .  614 

Kokomo  Belt  R.  R.  Co .  767 

Richmond  &  Cincinnati  R.  R.  Co .  881 

Articles  of  Consolidation. 

Pittsburgh,  Cincinnati,  Chicago  &  St.  Louis  Ry.  Co . 144 

Pittsburgh,  Cincinnati  &  St.  Louis  Ry.  Co .  309 

Columbus  &  Indianapolis  Central  Ry.  Co .  427 

Marion  &  Mississinewa  Valley  R.  R.  Co.  and  resolutions  in  re¬ 
gard  thereto  .  474 

Columbus  &  Indiana  Central  Ry.  Co .  529 

Cincinnati  &  Chicago  R*.  R.  Co.  (No.  1) . .* .  556 

Cincinnati  &  Chicago  R.  R.  Co.  (No.  2) . .  560 

Chicago  &  Great  Eastern  Ry.  Co.  (No.  2) .  600 

Chicago  &  Great  Eastern  Ry.  Co.  (No.  3) .  610 

Chicago  &  Great  Eastern  Ry.  Co.  (No.  4) .  624 

Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co .  764 

Eaton  &  Hamilton  R.  R.  Co.  (No.  2) .  829 

Cincinnati  &  Richmond  R.  R.  Co .  877 

Bacon,  Josiah,  Trustee. 

Mortgage,  Pittsburgh,  Cincinnati  &  St.  Louis  Ry.  Co.,  April  1, 

1873  .  327 

Baker,  Conrad,  Trustee. 

Mortgage  from  W.  L.  Scott  et  al.,  Feb.  21,  1883 .  743 

Confirmatory  mortgage,  Chicago,  St.  Louis  &  Pittsburgh  R.  R. 

Co.  (Ind.),  March  31,  1883 .  754 

Blake,  Stephen  M.,  Trustee. 

Deed  from  Jesse  B.  Stephens,  March  26,  1866 .  859 

Deed  to  Cincinnati,  Richmond  &  Chicago  R.  R.  Co.,  May  1,  1866.  862 
First  mortgage,  Cincinnati,  Richmond  &  Chicago  R.  R.  Co.,  May 
1,  1866  .  869 

Bonds.  See  each  road. 

Bradley,  John  H. 

Deed  to  Columbus  &  Indianapolis  R.  R.  Co.,  Dec.  1,  1863 .  369 

Bridgeville  &  McDonald  Branch .  31 

Bundy,  Martin  L.,  Trustee. 

Mortgage,  Cincinnati  &  Chicago  R.  R.  Co.,  Nov.  10.  1854 .  564 

Mortgage,  Cincinnati  &  Chicago  R.  R.  Co!,  Oct.  1,  1855 .  5 66 

Cadiz  Township,  Trustees. 

Agreement,  Steubenville  &  Indiana  R.  R.  Co.,  June  17,  1852,  in 
regard  to  Cadiz  Branch  .  247 

Capital  Stock.  See  each  road. 


INDEX,. 


885 


Carlisle,  George,  Trustee.  page 

Mortgage,  Logansport  &  Pacific  Ry.  Co.,  May  11,  1853 .  483 

Mortgage,  New  Castle  &  Richmond  R.  R.  Co.,  Feb.  25,  1852 .  543 

Mortgage,  Cincinnati,  Logansport  &  Chicago  Ry.  Co.,  April  1, 

1853  547 

Mortgage,  Eaton  &  Hamilton  R.  R.  Co.  (No.  1),  Jan.  1,  1852....  789 

Mortgage,  Eaton  &  Hamilton  R.  R.  Co.,  Nov.  1,  1852 .  792 

Mortgage,  Richmond  &  Miami  R.  R.  Co.,  Nov.  1,  1852 . 808 

Mortgage,  Richmond  &  Miami  R.  R.  Co.,  Jan.  1,  1854 .  81 1 

Central  Ohio  R.  R.  Co. 

Corporate  history  .  24 

Deed  to  Steubenville  &  Indiana  R.  R.  Co.,  Aug.  31,  1864 .  257 

Agreement,  Steubenville  &  Indiana  R.  R.  Co.,  March  14,  1864.  . . .  261 
Acts  Ohio  Legislature  . 265-272 

Certificates. 

Incorporation,  Pan  Handle  Ry.  Co .  206 

Incorporation,  Columbus  &  Indianapolis  R.  R.  Co . 368 

Incorporation,  Richmond  &  Covington  R.  R.  Co .  402 

Organization,  Toledo,  Logansport  &  Burlington  Ry.  Co .  519 

Reorganization,  Toledo,  Logansport  &  Burlington  R.  R.  Co .  520 

Organization,  Cincinnati  &  Chicago  Air  Line  R.  R.  Co .  572 

Incorporation,  Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  (In¬ 
diana)  .  727 

Incorporation,  Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  (Ills.).  758 

Organization,  Richmond  &  Miami  Ry.  Co .  814 

Organization,  Cincinnati,  Richmond  &  Chicago  R.  R.  Co .  857 

Incorporation,  Cincinnati  &  Richmond  R.  R.  Co.  (First) . 876 

Chicago  &  Cincinnati  R.  R.  Co. 

Corporate  and  financial  history .  69 

Capital  stock  .  70 

Mortgages  and  bonds  .  70 

Articles  of  consolidation  into  Chicago  &  Great  Eastern  Ry.  Co. 

(No.  3)  .  610 

Deed  to  Chicago  &  Great  Eastern  Ry.  Co.  (3rd),  Jan.  25,  1865.  .. .  613 

Articles  of  association  .  614 

Mortgage  to  Frederick  C.  Gebhard  and  Nathl.  Marsh,  Oct.  1, 

1857  .  616 

Agreement  with  bondholders,  Jan.  7,  1865 .  622 

Agreement  with  bondholders,  Jan.  7,  1865 .  623 

Chicago  &  Great  Eastern  Ry.  Co.  (No.  i). 

Corporate  and  financial  history .  66 

Capital  stock  . 66 

Mortgages  and  bonds  .  67 

Articles  of  association  .  600 

Articles  of  consolidation  into  Chicago  &  Great  Eastern  Ry.  Co. 

(No.  2)  .  600 

Chicago  &  Great  Eastern  Ry.  Co.  (No.  2). 

Corporate  and  financial  history .  67 

Capital  stock  .  67 

Mortgages  and  bonds  .  68 

Articles  of  consolidation  .  600 

Act  Illinois  Legislature  .  603 

Mortgage  to  Frederick  Schuchardt  and  Henry  Morgan,  Nov.  10, 

1863  604 

Form  of  income  bond .  609 

Articles  of  consolidation  into  Chicago  &  Great  Eastern  Ry.  Co. 

(No.  3)  . .  610 

Deed  to  Chicago  &  Great  Eastern  Ry.  Co.  (No.  3),  Jan.  25,  1865.  613 


886 


INDEX. 


Chicago  &  Great  Eastern  Ry.  Co.  (No.  3).  page 

Corporate  and  financial  history .  69 

Capital  stock  .  69 

Mortgages  and  bonds  .  69 

Articles  of  consolidation  .  610 

Deed  from  Chicago  &  Cincinnati  R.  R.  Co.  and  Chicago  &  Great 

Eastern  Ry.  Co.  (3rd),  Jan.  25,  1865 .  613 

Articles  of  consolidation  into  Chicago  &  Great  Eastern  Ry.  Co. 

(No.  4)  .  624 

Deed  to  Chicago  &  Great  Eastern  Ry.  Co.  (No.  4),  Jan.  25,  1865. .  627 

Chicago  &  Great  Eastern  Ry.  Co.  (No.  4). 

Corporate  and  financial  history . 64,  71 

Capital  stock  .  72 

Mortgages  and  bonds .  72 

Articles  of  consolidation  .  624 

Deed  from  Chicago  &  Great  Eastern  Ry.  Co.  (3rd)  and  Cincin¬ 
nati  &  Chicago  Air  Line  R.  R.  Co.,  Jan.  25,  1865 . 627 

Supplementary  mortgage  to  Frederick  Schuchardt  and  Henry 

Morgan,  Feb.  24,  1865 .  628 

Mortgage  to  George  N.  Titus  and  James  D.  Fish,  April  1,  1865. .  .  632 
Supplementary  mortgage  to  George  N.  Titus  and  James  D.  Fish, 

Dec.  31,  1866  . 641 

Mortgage  to  James  W.  Elwell  and  Lawrence  Wells,  Jan.  1,  1867.  •  644 
Articles  of  consolidation  into  Columbus,  Chicago  &  Indiana  Cen¬ 
tral  Ry.  Co .  649 


Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co. 

Corporate  and  financial  history . 34-101 

Capital  stock  .  98 

Mortgages  and  bonds  .  99 

Agreement  of  consolidation  into  Pittsburgh,  Cincinnati,  Chicago 

&  St.  Louis  Ry.  Co .  144 

Articles  of  consolidation  .  764 

Agreement,  Kokomo  Belt  R.  R.  Co.,  March  9,  1889 .  768 

Agreement,  Kokomo  Belt  R.  R.  Co.,  March  9,  1889 .  769 

Deed  from  Kokomo  Belt  R.  R.  Co.,  Jan.  27,  1890 .  769 

Agreement,  Cincinnati,  Hamilton  &  Dayton  R.  R.  Co.,  Aug.  16, 

1888  . .  864 


Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  (Indiana). 

Corporate  and  financial  history . 

Capital  stock  . 

Mortgages  and  bonds  . 

Certificate  of  incorporation  . 

Deed,  W.  P.  Fishback  and  J.  D.  Cox  to  W.  L.  Scott  et  al.,  Feb. 

21,  1883  . 

Deed,  W.  L.  Scott  et  al.,  March  17,  1883 . 

Mortgage,  W.  L.  Scott  et  al.  to  Conrad  Baker  and  Union  Trust 

Co.,  Feb.  21,  1883 . 

Confirmatory  mortgage  to  Conrad  Baker  and  Union  Trust  Co., 

March  31,  1883 . . . 

Articles  of  consolidation  into  Chicago,  St.  Louis  &  Pittsburgh 
R.  R.  Co . . . 


94 

95 
95 

727 

73i 

738 

743 

754 

764 


Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  (Illinois). 


Corporate  and  financial  history  .  96 

Capital  stock  .  95 

Certificate  of  incorporation  .  7^8 

Deed  from  W.  L.  Scott  et  al.,  March  17.  1883 .  762 

Articles  of  consolidation  into  Chicago,  St.  Louis  &  Pittsburgh 
R.  R.  Co .  764 


INDEX,. 


887 


Chouteau,  Pierre,  et  al.  page 

Deed  from  John  H.  Rea,  May  26,  i860 .  574 

Deed  to  Cincinnati  &  Chicago  Air  Line  R.  R.  Co.,  July  11,  i860. .  581 

Cincinnati,  Cambridge  &  Chicago  Short  Line  Ry.  Co. 

Corporate  and  financial  history .  76 

Capital  stock .  76 

Mortgages  and  bonds .  76 

Articles  of  association  .  551 

Agreement,  Cincinnati  Western  R.  R.  Co.,  March  26,  1853 .  552 

Agreement,  Cincinnati  Western  R.  R.  Co.  and  Cincinnati,  New 

Castle  &  Michigan  R.  R.  Co.,  Aug.  16,  1853 .  554 

Agreement  of  consolidation  into  Cincinnati  &  Chicago  R.  R.  Co.  556 

Cincinnati  &  Chicago  R.  R.  Co.  (No.  i). 

Corporate  and  financial  history .  77 

Capital  stock .  78 

Mortgages  and  bonds . • .  78 

Articles  of  consolidation .  556 

Articles  of  consolidation  into  Cincinnati  &  Chicago  R.  R.  Co. 

(No.  2)  .  560 

Cincinnati,  City  of 

Mortgage,  Eaton  &  Hamilton  R.  R.  Co.,  Dec.  27,  1850 .  784 

Mortgage,  Eaton  &  Hamilton  R.  R.  Co.,  July  30,  1851 .  787 

Cincinnati  &  Chicago  R.  R.  Co.  (No.  2). 

Corporate  and  financial  history . 79 

Capital  stock .  81 

Mortgages  and  bonds .  82 

Resolution  of  stockholders  in  regard  to  consolidation .  559 

Articles  of  consolidation  .  560 

Court  proceedings  for  sale  of  road . 562,  574 

Mortgage  to  Martin  L.  Bundy,  Nov.  10,  1854 .  564 

Mortgage  to  Joseph  H.  White  and  Martin  L.  Bundy,  Oct.  1, 

1855  . 566 

Cincinnati  &  Chicago  Air  Line  R.  R.  Co. 

Corporate  and  financial  history . 73,  83 

Capital  stock .  84 

Mortgages  and  bonds .  84 

Articles  of  association .  570 

Certificate  of  organization .  572 

Deed,  John  H.  Rea  to  Pierre  Chouteau  et  al.,  May  26,  i860 . 574 

Deed  from  Pierre  Chouteau  and  others,  July  11,  i860 .  581 

Mortgage  to  Matthew  Morgan  &  Frederick  Schuchardt,  Aug.  1, 

i860  .  584 

Supplementary  mortgage  to  Frederick  Schuchardt,  Feb.  2,  1863. .  591 

Articles  of  consolidation  into  Chicago  &  Great  Eastern  Ry.  Co. 

(No.  4)  .  624 

Deed  to  Chicago  &  Great  Eastern  Ry.  Co.  (No.  4),  Jan.  25,  1865.  627 

Cincinnati,  Hamilton  &  Dayton  R.  R.  Co. 

Agreement,  Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.,  Aug.  16, 

1 888  . 864 

Cincinnati,  Logansport  &  Chicago  Ry.  Co. 

Corporate  and  financial  history .  75 

Capital  stock .  75 

Mortgages  and  bonds .  75 

Resolution  changing  name,  New  Castle  &  Richmond  R.  R.  Co...  546 


888 


INDEX. 


Cincinnati,  Logansport  &  Chicago  Ry.  Co.— Continued.  page 

Mortgage,  G.  W.  Riggs,  Jr.,  G.  A.  Hamilton  and  Geo.  Carlisle, 
April  i,  1853........... . ;  5  _ 

"  /l*TCles  consolidation  into  Cincinnati  &  Chicago  R.  R  Co 

<N°- 2) . :  560 

Cincinnati,  New  Castle  &  Michigan  R.  R.  Co. 

Corporate  and  financial  history .  77 

Capital  stock . *[[’’*’[* . 

Mortgages  and  bonds . !!!!!!!!!!!!!!!!!  77 

Articles  of  association  .  * .  JJ. 

Agreement,  Cincinnati,  Cambridge  &  Chicago  Short  Line  Ry*  Co 

and  Cincinnati  Western  R.  R.  Co.,  Aug.  16,  1853 . 5C4 

Agreement  of  consolidation  into  Cincinnati  &  Chicago  R.  R.  Co.  556 

Cincinnati  &  Richmond  R.  R.  Co.  (No.  i). 

Corporate  and  financial  history .  T/in 

Capital  stock . .!!!!!!!!!!!!!!!!!!!  140 

Mortgages  and  bonds _ * . !!!!!!!!!!!!!!!  .*  * ’ .  ’  ’  I40 

Certificate  of  incorporation .  g^5 

Articles  of  consolidation  into  Cincinnati  &  Richmond  R.  R.*  Co!  *  877 

Cincinnati  &  Richmond  R.  R.  Co.  (Consolidated). 

Corporate  and  financial  history .  T.T 

Capital  stock . . . . . .  ill 

Mortgages  and  bonds . .'!!.!!..'.'.!!.!!.!!  141 

Agreement  of  consolidation  into  Pittsburgh,  Cincinnati*,  Chicago 

&  St.  Louis  Ry.  Co .  T  , , 

Articles  of  consolidation . !.!!.!*!."  877 

Cincinnati,  Richmond  &  Chicago  R.  R.  Co. 

Corporate  and  financial  history .  j^7 

Capital  stock . . . !.'!!!.'!!.*! .  Aq 

Mortgages  and  bonds . .*..*!..*.*..*.*.!!!."'  An 

Certificate  of  organization .  . 

Deed,  J.  B.  Stephens  to  S.  M.  Blake,  E.  W.  McGuire*  j!  L.‘  Minor 

March  26,  1866 .  8^0 

Deed,  S.  M.  Blake,  E.  W.  McGuire,  J.  L*.  Minor,  May  1,  1866....  862 
Agreement,  Cincinnati,  Hamilton  &  Dayton  R.  R.  Co.  and 

Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.,  Aug.  16,  1888 _  864 

First  mortgage  to  S.  M.  Blake,  E.  W.  McGuire,  J.  L  Minor 
May  1,  1866 .  ’ 

Second  mortgage  to  Stanley  Matthews,  March  1,’ 1869! !!!!!!!!! !  872 

Articles  of  consolidation  into  Cincinnati  &  Richmond  R.  R.  Co..  877 

Cincinnati  Western  R.  R.  Co. 

History  .  ^g 

Agreement,  Cincinnati,  Cambridge  &  Chicago  Short  Line  Ry 

Co.,  March  26,  1853 . J  552 

Agreement,  Cincinnati,  Cambridge  &  Chicago  Short*  Line  Ry.  Co* 
and  Cincinnati,  New  Castle  &  Michigan  R.  R.  Co  Aug  16 

1853  . '....’554 

Clarke  County  Central  Plank  Road  Co .  II2 

Coe,  George  S.,  Trustee. 

Original  first  mortgage,  Columbus,  Piqua  &  Indiana  R  R  Co 
Nov.  1,  1851 .  ’’  -,Q 

First  mortgage,  Columbus,  Piqua  &  Indiana  R.  R.  Co.  Nov  1 

1851  .  ’  ’ 

Second  mortgage,  Columbus,  Piqua  &  Indiana  R.  R  Co  fan  1 

1853 . 357 


INDEX,. 


889 


Columbus,  Chicago  &  Indiana  Central  Ry.  Co.  page 

Corporate  and  financial  history .  85 

Capital  stock  .  90 

Mortgages  and  bonds .  90 

Keokuk  &  Hamilton  Bridge  Co.  contract .  92 

Articles  of  consolidation  .  649 

Agreement  of  reorganization .  655 

Deed  to  receivers,  May  25,  1875 .  664 

Court  proceedings  for  sale  of  road . 665-697 

First  mortgage  to  James  A.  Roosevelt  and  W.  R.  Fosdick,  Feb. 

20,  1868  .  697 

Second  mortgage  to  Frederick  R.  Fowler  and  Joseph  T.  Thomas, 

Dec.  15,  1868 .  710 

Mortgage  to  Archibald  Parkhurst  and  John  B.  Thompson,  April 
28,  1870  .  720 

Columbus  &  Indiana  Central  Ry.  Co. 

Corporate  and  financial  history .  62 

Capital  stock  .  63 

Mortgages  and  bonds .  63 

Articles  of  consolidation .  529 

Form  of  income  bond .  537 

Articles  of  consolidation  into  Columbus,  Chicago  &  Indiana  Cen¬ 
tral  Ry.  Co .  649 

Columbus  &  Indianapolis  R.  R.  Co. 

Corporate  and  financial  history .  40 

Capital  stock  .  40 

Mortgages  and  bonds .  41 

Certificate  of  incorporation .  368 

Deed  from  John  H.  Bradley,  Dec.  1,  1863 .  369 

First  mortgage  to  Archibald  Parkhurst,  Dec.  7,  1863 . 372 

Second  mortgage  to  Joseph  T.  Thomas,  Dec.  10,  1863 .  382 

Third  mortgage  to  Joseph  T.  Thomas,  Dec.  11,  1863 .  392 

Agreement,  Richmond  &  Covington  R.  R.  Co.,  June  29,  1864 . 403 

Deed  from  Richmond  &  Covington  R.  R.  Co.,  Sept.  5,  1864 . 405 

Articles  of  consolidation  into  Columbus  &  Indianapolis  Central 
Ry.  Co .  427 

Columbus  &  Indianapolis  Central  Ry.  Co. 

Corporate  and  financial  history .  48 

Capital  stock  .  49 

Mortgages  and  bonds .  49 

Articles  of  consolidation  .  427 

First  mortgage  to  Archibald  Parkhurst,  Oct.  13,  1864 . 432 

Second  mortgage  to  Archibald  Parkhurst,  Nov.  1,  1864 . 439 

Articles  of  consolidation  into  Columbus  &  Indiana  Central  Ry. 

Co .  529 

Columbus  &  Newark  Division,  Steubenville  &  Indiana  R.  R .  23 

Columbus,  Piqua  &  Indiana  R.  R.  Co. 

Corporate  and  financial  history .  36 

Capital  stock  .  37 

Mortgages  and  bonds .  38 

Acts  Ohio  Legislature  . 336-339 

Court  proceedings  for  sale  of  road . 339-347 

Plan  of  reorganization .  347 

Original  first  mortgage  to  Geo.  S.  Coe,  Nov.  1,  1851 .  350 

First  mortgage  to  Geo.  S.  Coe,  Nov.  1,  1851 .  353 

Second  mortgage  to  Geo.  S.  Coe,  Jan.  1,  1853 .  357 

Third  mortgage  to  Elias  Fassett,  April  1,  1854 .  361 

Mortgage  to  Joseph  Ridgway,  Oct.  18,  1854 .  365 


890 


INDEX,. 


Columbus  &  Shelby  R.  R.  Co.1 

Corporate  and  financial  history  .  . 

Capital  stock  . 

Mortgages  and  bonds . 

Corporate  and  Financial  History. 


page 

.  11 7 

.  118 

.  1 18 

See  each  road. 


Court  Proceedings. 

For  sale  of  Pittsburgh  &  Steubenville  R.  R . 

For  sale  of  Steubenville  &  Indiana  R.  R . 

For  sale  of  Columbus,  Piqua  &  Indiana  R.  R . 

In  regard  to  bonds,  Marion  &  Logansport  R.  R.  Co.  .  .  .  .  . 

For  sale  of  Toledo,  Logansport  &  Burlington  R.  R . 

For  sale  of  Cincinnati  &  Chicago  R.  R . 

For  sale  of  Columbus,  Chicago  &  Indiana  Central' Ry .... .’. 

For  sale  of  Richmond  &  Miami  R.  R . . . 

For  sale  of  Eaton  &  Hamilton  R.  R . 

Cox,  J.  D. 

Deed  to  Charles  J.  Osborn  and  J.  S.  Kennedy,  Feb.  21,  1883 
Decrees.  See  Court  Proceedings. 


. . . .  209 
. ...  250 

•339-347 
. ...  472 

•493-499 
562,  574 
.665-697 
. ...  815 
.831-848 


73i 


Deeds. 

Thos.  McElrath  to  W.  J.  Howard,  Dec.  7,  1867,  conveying  Pitts¬ 
burgh  &  Steubenville  R.  R . . 

Central  Ohio  R.  R.  Co.  to  Steubenville  &  Indiana  R.  R.  Co  "  Aug 

3L  1864  . . 

G.  W.  McCook  to  Steubenville  &  Indiana  R.  R.  Co.,  Nov.  1,  1867. 
W.  J.  Howard  and  wife  to  Pittsburgh,  Cincinnati  &  St.  Louis  Ry. 
Co.,  March  3,  1876 . 

John  H.  Bradley  to  Columbus  &  Indianapolis  R.  R.  Co.  Dec  1 
1863  . . . . ’ 

Richmond  &  Covington  R.  R.  Co.  to  Columbus  &  Indianapolis 

R.  R.  Co.,  Sept.  5,  1864 . 

Marion  &  Mississinewa  Valley  R.  R.  Co.  to  Union  &  Logansport 
R.  R.  Co.,  Jan.  9,  1863 . 

Marion  &  Logansport  R.  R.  Co.  to  Marion  &  Mississinewa  Val¬ 
ley  R.  R.  Co.,  Nov.  28.  1854 . 

David  G.  Rose  to  John  S.  Kennedy,  July  10,  1862 . 

John  S.  Kennedy  to  Frederick  Marquand  et  al.,  July  31  1862 

conveying  Toledo,  Logansport  &  Burlington  R.  R . . . . ’ 

John  H.  Rea  to  Pierre  Chouteau  et  al.,  May  26,  i860 . 

Pierre  Chouteau  et  al.  to  Cincinnati  &  Chicago  Air  Line  R  R 

Co.,  July  11,  i860 . 

Chicago  &  Great  Eastern  Ry.  Co.  (2nd)  and  Chicago' &  ' Cincin¬ 
nati  R.  R.  Co.  to  Chicago  &  Great  Eastern  Ry.  Co  (No  i) 
Jan.  25,  1865  . . 

Chicago  &  Great  Eastern  Ry.  Co.  (3rd)  and  Cincinnati  &  Chicago 
Air  Line  R.  R.  Co.  to  Chicago  &  Great  Eastern  Ry.  Co  (No 
4),  Jan.  25.  1865 . . . 

Columbus,  Chicago  &  Indiana  Central  Ry.  Co.  to  receivers  IVIav 

25.  1875  . ’. 

W  P.  Fishback  and  J.  D.  Cox  to  W.  L.  Scott  et  al.,  Feb.  21,  1883! 
W;  L*  pcott  et  al.  to  Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co. 
(Ind.),  March  17,  1883 . 

W;  L-  Scott  e,t  al.  to  Chicago,  St.  Louis  &  Pittsburgh  R.  R  Co 
(Ills.),  March  17,  1883 . . .  _ 

Kokomo  Belt  R.  R.  Co.  to  Chicago,  St.  Louis  &  Pittsburgh  R  R 
Co.,  Jan.  27,  1890 . 


209 

257 

262 

314 

369 

405 

448 

476 

52i 

528 

574 

58i 

613 

627 

664 

73i 

738 

762 

769 


1  Documents  in  Volume  IV. 


INDEX,. 


89I 


Deeds. — Continued.  page 

John  F.  Kibbey  to  John  Hunt,  Feb.  12,  1862 .  815 

Jesse  B.  Stephens  to  S.  M.  Blake,  E.  W.  McGuire,  J.  L.  Minor, 

March  26,  1866 .  859 

S.  M.  Blake,  E.  W.  McGuire,  J.  L.  Minor  to  Cincinnati,  Rich¬ 
mond  &  Chicago  R.  R.  Co.,  May  1,  1866 .  862 

Eaton  &  Hamilton  R.  R.  Co.  (No.  i). 

Corporate  and  financial  history .  127 

Capital  stock  .  128 

Mortgages  and  bonds .  128 

Acts  Ohio  Legislature  . 771-784 

Mortgage  to  City  of  Cincinnati,  Dec.  27,  1850 .  784 

Mortgage  to  City  of  Cincinnati,  July  30,  1851 .  787 

Mortgage  to  J.  B.  Varnum,  Geo.  Carlisle,  J.  P.  Reznor,  Jan.  1, 

1852  .  789 

Mortgage  to  George  Carlisle,  Nov.  1,  1852 . 792 

Mortgage  to  T.  S.  Goodman  and  N.  W.  Thomas,  Nov.  9,  1853.  .. .  795 
Articles  of  consolidation  into  Eaton  &  Hamilton  R.  R.  Co. 

(No.  2)  .  829 

Eaton  &  Hamilton  R.  R.  Co.  (No.  2). 

Corporate  and  financial  history .  130 

Capital  stock  .  132 

Mortgages  and  bonds .  132 

Articles  of  consolidation  .  829 

Court  proceedings  for  sale  of  road . *  .831-848 

Agreement  for  reorganization  of  company .  848 

Mortgage  to  James  H.  McWhinney,  July  1,  1856 .  851 

Mortgage  to  David  M.  Morrow,  Jan.  14,  1858 .  853 

Mortgage  to  Nicholas  W.  Thomas,  April  20,  1857 .  854 


Elwell,  James  W.,  Trustee. 

Mortgage,  Chicago  &  Great  Eastern  Ry.  Co.  (No.  4),  Jan.  1,  1867.  644 

Farmers’  Loan  &  Trust  Co.  of  New  York,  Trustee. 

Mortgage,  Pittsburgh,  Cincinnati,  Chicago  &  St.  Louis  Ry.  Co., 

Oct.  1,  1890  . . .  154 

Fassett,  Elias,  Trustee. 

Mortgage,  Columbus,  Piqua  &  Indiana  R.  R.  Co.,  April  1,  1854. .  361 
Firth,  Thomas  T.,  Trustee. 


Mortgage,  Pan  Handle  Ry.  Co.,  Feb.  1,  1868 .  219 

Fish,  James  D.,  Trustee. 

Mortgage,  Chicago  &  Great  Eastern  Ry.  Co.  (No.  4),  April  1, 

1865  . . .  632 

Supplementary  mortgage,  Chicago  &  Great  Eastern  Ry.  Co.  (No. 

4),  Dec.  31,  1866 .  641 


Fishback,  W.  P. 

Deed  to  W.  L.  Scott  et  al.,  Feb.  21,  1883 .  731 

Fosdick,  William  R.,  Trustee. 

First  mortgage,  Columbus,  Chicago  &  Indiana  Central  Ry.  Co., 

Feb.  20,  1868 .  697 

Fowler,  Frederick  R.,  Trustee. 

Second  mortgage,  Columbus,  Chicago  &  Indiana  Central  Ry.  Co., 

Dec.  15,  1868 


710 


892 


INDEX, 


Fremont,  Lima  &  Union  R.  R.  Co.1  page 

Corporate  and  financial  history .  126 

Capital  stock  .  126 

Mortgages  and  bonds .  126 

Galena  &  Illinois  River  R.  R.  Co. 

Corporate  and  financial  history .  65 

Capital  stock  .  66 

Mortgages  and  bonds .  66 

Act  Illinois  Legislature  .  595 

Assignment  of  charter  .  599 

Articles  of  consolidation  into  Chicago  &  Great  Eastern  Ry.  Co. 

(No.  2)  .  600 

Gebiiard,  Frederick  C.,  Trustee. 

Mortgage,  Chicago  &  Cincinnati  R.  R.  Co.,  Oct.  1,  1857 . 616 

Goodman,  Timothy  S.,  Trustee. 

Mortgage,  Eaton  &  Hamilton  R.  R.  Co.,  Nov.  9,  1853 .  795 

Graham,  John,  Trustee. 

Mortgage,  Pittsburgh  &  Steubenville  R.  R.  Co.,  Jan.  1,  1855 .  181 

Hamilton,  G.  A.,  Trustee. 

Mortgage,  Logansport  &  Pacific  Ry.  Co.,  May  n,  1853 . 483 

Mortgage,  Cincinnati,  Logansport  &  Chicago  Ry.  Co.,  April  1, 
r8S3  .  547 

Hewson,  Albert,  Trustee. 

Mortgage,  Pittsburgh,  Cincinnati  &  St.  Louis  Ry.  Co.,  April  1, 

1873  .  327 

Holliday’s  Cove  R.  R.  Co. 

Corporate  and  financial  history .  18 

Capital  stock  . . .  20 

Mortgages  and  bonds  .  20 

Acts  Virginia  and  West  Virginia  Legislatures . 227-230,  313 

Act  of  congress,  July  14,  1862 .  230 

First  mortgage  to  J.  Edgar  Thomson,  Feb.  2,  1863 .  232 

Second  mortgage  to  J.  Edgar  Thomson,  July  23,  1866 .  235 

Articles  of  consolidation  into  Pittsburgh,  Cincinnati  &  St.  Louis 
Ry-  Co .  309 

Howard,  W.  J. 

Mortgage,  Western  Transportation  Co..  Nov.  1,  1867 .  199 

Deed  from  Thos.  McElrath,  Dec.  7,  1867,  conveying  Pittsburgh 

&  Steubenville  R.  R .  209 

Deed  to  Pittsburgh,  Cincinnati  &  St.  Louis  Ry.  Co.,  March  3, 

1876  314 

Hunt,  John 

Deed  from  John  F.  Kibbey,  Feb.  12,  1862 .  815 

Indiana  Central  Ry.  Co. 

Corporate  and  financial  history . 44-48 

Capital  stock  .  47 

Mortgages  and  bonds  .  47 

Acts  Indiana  Legislature .  412-414 

First  mortgage  to  J.  F.  D.  Lanier,  April  10,  1852 .  415 


1  Documents  in  Volume  IV. 


INDEX. 


893 


Indiana  Central  Ry.  Co. — Continued.  page 

Supplementary  mortgage  to  J.  F.  D.  Lanier,  April  10,  1856 . 418 

Second  mortgage  to  J.  F.  D.  Lanier,  Oct.  1,  1856 .  423 

Articles  of  consolidation  into  Columbus  &  Indianapolis  Central 
Ry.  Co .  427 

Indianapolis  &  Madison  R.  R.  Co.1 

Corporate  and  financial  history .  107 

Capital  stock  .  108 

Mortgages  and  bonds .  109 

Jackson,  W.  N.,  Trustee. 

Mortgage,  Pittsburgh,  Cincinnati,  Chicago  &  St.  Louis  Ry.  Co., 

Oct.  1,  1890  .  154 

Jeffersonville  R.  R.  Co.1 

Corporate  and  financial  history . 109-114 

Capital  stock  .  113 

Mortgages  and  bonds .  113 

Jeffersonville,  Madison  &  Indianapolis  R.  R.  Co.1 

Corporate  and  financial  history . 101-126 

Capital  stock  .  116 

Mortgages  and  bonds  .  116 

Agreement  of  consolidation  into  Pittsburgh,  Cincinnati,  Chicago 
&  St.  Louis  Ry.  Co .  144 

Kennedy,  John  S. 

Deed  from  David  G.  Rose,  July  10,  1862,  conveying  Toledo,  Lo- 

gansport  &  Burlington  R.  R .  521 

Deed  to  Frederick  Marquand  et  al.,  July  31,  1862,  conveying 

Toledo,  Logansport  &  Burlington  R.  R .  528 

Deed  from  W.  P.  Fishback  and  J.  D.  Cox,  Feb.  21,  1883 .  731 

Deed  to  Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  (Ind.),  March 

1 7,  1883  . 738 

Mortgage  to  Conrad  Baker  and  Union  Trust  Co.,  N.  Y.,  Feb. 

21,  1883  .  743 

Deed  to  Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  (Ills.),  March 
17,  1883  .  762 

Keokuk  &  Hamilton  Bridge  Co. 

History  of  contract  with  Columbus,  Chicago  &  Indiana  Central 
Ry.  Co.  and  others  .  92 

Kibbey,  John  F. 

Deed  to  John  Hunt,  Feb.  12,  1862 .  815 

Kokomo  Belt  R.  R.  Co. 

Corporate  and  financial  history .  100 

Capital  stock  .  100 

Mortgages  and  bonds .  101 

Articles  of  association  .  767 

Agreement,  Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.,  March 

9,  1889  .  768 

Agreement,  Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.,  March  9, 

1889  .  769 

Deed  to  Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.,  Jan.  27,  1890.  769 


1  Documents  in  Volume  IV. 


894 


INDEX, 


Lake  Erie  &  Louisville  R.  R.  Co.1 

Corporate  and  financial  history  .  . 

Capital  stock  . 

Mortgages  and  bonds . 

Lake  Erie  &  Pacific  R.  R.  Co.1 

Corporate  and  financial  history. . 

Capital  stock  . 

Mortgages  and  bonds  . 


PAGE 

.  122 
.  124 
.  124 


125 

125 

125 


Lanier,  James  F.  D.,  Trustee. 

First  mortgage,  Indiana  Central  Ry.  Co.,  April  10,  1852 . 415 

Supplementary  mortgage,  Indiana  Central  Ry.  Co.,  April  io,  1856.  418 
Second  mortgage,  Indiana  Central  Rv.  Co.,  Oct.  1,  1856 . 42} 


Lawrenceburg  &  Upper  Mississippi  R.  R.  Co 
Letters  Patent. 

Pittsburgh  &  Steubenville  R.  R.  Co . 

Logansport  Cut-off  . 

Logansport  &  Pacific  R.  R.  Co. 

Corporate  and  financial  history . 

Capital  stock  . 

Mortgages  and  bonds . 

Articles  of  association  . 


hi 


175 

97 


56 

57 
57 

481 


Logansport  &  Pacific  Ry.  Co. 

Corporate  and  financial  history . ' .  57 

Capital  stock  .  57 

Mortgages  and  bonds . ’  ’  *  #  ^7 

Resolution  changing  name,  Logansport  &  Pacific  R.  R.  Co.  .  .  .  /.  482 
Mortgage  to  G.  W.  Riggs,  G.  A.  Hamilton,  Geo.  Carlisle,  May 
lr>  1853  . .  483 


Logansport,  Peoria  &  Burlington  Ry.  Co. 

Corporate  and  financial  history .  rg 

Capital  stock  .  ’  *  qg 

Mortgages  and  bonds  . !.*.*.'!.*!!.'!!.*  58 

Resolution  changing  name,  Logansport  &  Pacific  Ry.  Co! !!!.!! !  487 
Mortgage  to  A.  V.  Stout,  July  1,  1855 .  487 


McCook,  George  W. 

Deed  to  Steubenville  &  Indiana  R.  R.  Co.,  Nov.  1,  1867 .  26  > 

Mortgage,  Pittsburgh,  Cincinnati  &  St.  Louis  Ry.  Co.,  May  5 
1868  . 


McElrath,  Thomas. 

Mortgage,  Pittsburgh  &  Steubenville  R.  R.  Co.,  Aug.  1,  1856 .  186 

Deed  to  W.  J.  Howard,  Dec.  7,  1867,  conveying  Pittsburgh  & 
Steubenville  R.  R .  OQg 

McGuire,  Ezekiel  W.,  Trustee. 

Deed  from  Jesse  B.  Stephens,  March  26,  1866 .  859 

Deed  to  Cincinnati,  Richmond  &  Chicago  R.  R.  Co.,  May  1,  1866.  86> 
Mortgage,  Cincinnati,  Richmond  &  Chicago  R.  R.  Co  Mav  1 
1866  . . . ...:  869 


1  Documents  in  Volume  IV. 


INDEX,. 


895 


McKnight,  Robert,  Trustee.  page 

Mortgage,  Pittsburgh  &  Steubenville  R.  R.  Co.,  Oct.  1,  1853 .  176 

McWhinney,  James  H.,  Trustee. 

Mortgage,  Eaton  &  Hamilton  R.  R.  Co.  (No.  2),  July  1,  1856....  851 

Madison  &  Indianapolis  R.  R.  Co.1 

Corporate  and  financial  history .  101 

Capital  stock  . • .  105 

Mortgages  and  bonds  .  105 

Madison,  Indianapolis  &  Lafayette  R.  R.  Cor .  101 

Madison,  Indianapolis  &  Peru  R.  R.  Co.1 

Corporate  and  financial  history .  106 

Capital  stock  .  107 

Mortgages  and  bonds  .  107 

Madison  &  Lafayette  R.  R .  102 

Marion  &  Logansport  R.  R.  Co. 

Corporate  and  financial  history .  55 

Capital  stock  .  55 

Mortgages  and  bonds .  55 

Articles  of  association  .  464 

Mortgage  to  M-  G.  Mitchell,  Oct.  1,  1853 .  465 

Decree  U.  S.  Circuit  Court  in  regard  to  bonds .  472 

Articles  of  consolidation  into  Marion  &  Mississinewa  Valley  R.  R. 

Co .  474 

Deed  to  Marion  &  Mississinewa.  Valley  R.  R.  Co.,  Nov.  28,  1854.  476 

Marion  &  Mississinewa  Valley  R.  R.  Co.  (Consolidated). 

Corporate  and  financial  history .  51 

Capital  stock  .  52 

Mortgages  and  bonds  .  52 

Agreement,  Union  &  Logansport  R.  R.  Co.,  Jan.  8,  1863 . 447 

Deed  to  Union  &  Logansport  R.  R.  Co.,  Jan.  9,  1863 . 448 

Articles  of  consolidation  . 474 

Deed  from  Marion  &  Logansport  R.  R.  Co.,  Nov.  28,  1854 .  476 

Marion  &  Mississinewa  Valley  R.  R.  Co.  (First). 

Corporate  and  financial  history .  53 

Capital  stock  .  53 

Mortgages  and  bonds  .  53 

Articles  of  association..; .  454 

Mortgage  to  M.  G.  Mitchell,  Oct.  1,  1853 .  455 

Articles  of  consolidation  into  Marion  &  Mississinewa  Valley  R.  R. 

Co .  474 

Marquand,  Frederick,  et  al. 

Deed  from  John  S.  Kennedy,  July  31,-  1862,  conveying  Toledo, 
Logansport  &  Burlington  R.  R .  528 

Marsh,  Nathaniel. 

Mortgage,  Chicago  &  Cincinnati  R.  R.  Co.,  Oct.  1,  1857 .  616 

Martinsville  &  Franklin  R.  R.  Co .  105 


1  Documents  in  Volume  IV. 


896 


INDEX, 


Matthews,  Stanley,  Trustee.  page 

Mortgage,  Cincinnati,  Richmond  &  Chicago  R.  R.  Co.,  March  1, 

1869  . .872 

Miller,  Reuben,  Jr.,  Trustee. 

Mortgage,  Pittsburgh  &  Steubenville  R.  R.  Co.,  Jan.  1,  1855 .  181 

Minor,  John  L.,  Trustee. 

Deed  from  Jesse  B.  Stephens,  March  26,  1866 .  859 

Deed  to  Cincinnati,  Richmond  &  Chicago  R.  R.  Co.,  May  1.  1866.  862 
Mortgage,  Cincinnati,  Richmond  &  Chicago  R.  R.  Co.,  May  1, 

1866  .  869 

Mitchell,  Moses  G.,  Trustee. 

Mortgage,  Marion  &  Mississinewa  Valley  R.  R.  Co.,  Oct.  1,  1853.  455 
Mortgage,  Marion  &  Logansport  R.  R.  Co.,  Oct.  1,  1853 . .  465 

Morgan,  Henry,  Trustee. 

Mortgage,  Chicago  &  Great  Eastern  Ry.  Co.  (2nd),  Nov.  10,  1863.  604 
Supplementary  mortgage,  Chicago  &  Great  Eastern  Ry.  Co.  (4th), 

Feb.  24,  1865  .  628 


Morgan,  Matthew,  Trustee. 

Mortgage,  Cincinnati  &  Chicago  Air  Line  R.  R.  Co.,  Aug.  1,  i860.  584 
Morrow,  David  M.,  Trustee. 

Mortgage,  Eaton  &  Hamilton  R.  R.  Co.,  Jan.  14,  1858 . 853 


Mortgages. 


Pittsburgh,  Cincinnati,  Chicago  &  St.  Louis  Ry.  Co.— 

To  Farmers’  Loan  &  Trust  Co.  and  W.  N.  Jackson,  Oct.  1, 

1890  .  154 

Pittsburgh  &  Steubenville  R.  R.  Co. — 


To  Robert  McKnight,  Robert  Woods  and  John  A.  Wilson, 

Oct.  1,  1853 .  I?6 

To  J.  Edgar  Thomson,  John  Graham,  Reuben  Miller,  Jr.,  Jan. 

h  i855  . 181 

To  Thomas  McElrath,  Aug.  1,  1856 .  186 

To  Ambrose  W.  Thompson  and  Daniel  Tyler,  Aug.  1,  1856...  191 
Western  Transportation  Co. — 

To  W.  J.  Howard,  Nov.  1,  1867 .  ion 

Pan  Handle  Ry.  Co. — 

Mortgage  to  Thos.  T.  Firth,  Feb.  1,  1868 .  219 

Holliday’s  Cove  R.  R.  Co. — 


First  to  J.  Edgar  Thomson,  Feb.  2,  1863 . 

Second  to  J.  Edgar  Thomson,  July  23,  1866 . 

Steubenville  &  Indiana  R.  R.  Co. — 

Original  first  to  J.  Wilbur  and  H.  M.  Alexander,  Sept.  7.  1852. 
Original  second  to  J.  Wilbur  and  H.  M.  Alexander,  Oct.  4, 

1853  . . 

Supplementary  to  J.  Wilbur  and  H.  M.  Alexander,  April  7, 

1855  . 

Original  third  to  Martin  Andrews  and  Stuart  B.  Shotwell, 

Feb.  15,  1856  . 

Reorganized,  first  to  J.  Edgar  Thomson,  H.  M.  Alexander 

and  J.  Wilbur,  April  14,  1864 . 

Reorganized,  second  to  J.  Edgar  Thomson,  H.  M.  Alexander 

and  J.  Wilbur,  April  19,  1864 . 

To  J.  Edgar  Thomson,  Aug.  31,  1864 . 

To  Western  Transportation  Co.,  Nov.  1,  1867 . 


232 

235 

272 

2  77 

281 

284 

287 

292 
29  7 
306 


INDEX, 


897 


Mortgages. — Continued.  page 


Pittsburgh,  Cincinnati  &  St.  Louis  Ry.  Co. — 

First  to  J.  Edgar  Thomson  and  G.  W.  McCook,  May  5.  1868.  318 
Second  to  Josiah  Bacon  and  Albert  Hewson,  April  1,  1873...  327 
Columbus,  Piqua  &  Indiana  R.  R.  Co. — 

Original  first  to  Geo.  S.  Coe,  Nov.  1,  1851 .  350 

First  to  Geo.  S.  Coe,  Nov.  1,  1851 .  353 

Second  to  Geo.  S.  Coe,  Jan.  1,  1853 .  357 

Third  to  Elias  Fassett.  April  1,  1854 .  361 

To  Joseph  Ridgway,  Oct.  18,  1854 .  365 

Columbus  &  Indianapolis  R.  R.  Co. — 

First  to  Archibald  Parkhurst,  Dec.  7,  1863 .  372 

Second  to  Joseph  T.  Thomas,  Dec.  10,  1863 .  382 

Third  to  Joseph  T.  Thomas,  Dec.  11,  1863 .  392 

Richmond  &  Covington  R.  R.  Co. — 

To  Joseph  T.  Thomas,  June  24,  1862 .  408 

Indiana  Central  Ry.  Co. — 

First  to  J.  F.  D.  Lanier,  April  10,  1852 .  415 

Supplementary  to  J.  F.  D.  Lanier,  April  10,  1856 .  418 

Second  to  J.  F.  D.  Lanier,  Oct.  1,  1856 .  423 

Columbus  &  Indianapolis  Central  Ry.  Co. — 

First  to  Archibald  Parkhurst,  Oct.  13,  1864 .  432 

Second  to  Archibald  Parkhurst,  Nov.  1,  1864 .  439 

Union  &  Logansport  R.  R.  Co. — 

To  Joseph  T.  Thomas,  Dec.  1,  1865 .  449 

Marion  &  Mississinewa  Valley  R.  R.  Co.  (First) — 

To  M.  G.  Mitchell,  Oct.  1,  1853 .  455 

Marion  &  Logansport  R.  R.  Co. — 

To  M.  G.  Mitchell,  Oct.  1,  1853 .  465 

Logansport  &  Pacific  Ry.  Co. — 

To  G.  W.  Riggs,  G.  A.  Elamilton,  Geo.  Carlisle,  May  11,  1853.  483 
Logansport,  Peoria  &  Burlington  Ry.  Co. — 

To  Andrew  V.  Stout,  July  1,  1855 .  487 

Toledo,  Logansport  &  Burlington  R.  R.  Co. — 

First  to  A.  V.  Stout,  Jan.  13,  1859 .  505 

Second  to  Thomas  Williams,  Jr.,  April  1,  1859 .  509 

New  Castle  &  Richmond  R.  R.  Co. — 

To  Joseph  B.  Varnum  and  George  Carlisle,  Feb.  25,  1852....  543 
Cincinnati,  Logansport  &  Chicago  Ry.  Co. — 

To  G.  W.  Riggs,  Jr.,  G.  A.  Hamilton,  Geo.  Carlisle,  April  1, 

1853  . . . -547 

Cincinnati  &  Chicago  R.  R.  Co.  (No.  2) — 

To  Martin  L.  Bundy,  Nov.  10,  1854 .  564 

To  Joseph  H.  White  and  Martin  L.  Bundy,  Oct.  1,  1855 .  566 

Cincinnati  &  Chicago  Air  Line  R.  R.  Co. — 

To  Matthew  Morgan  and  Frederick  Schuchardt,  Aug.  1,  i860.  584 
Supplementary  to  Frederick  Schuchardt,  Feb.  2,  1863 .  591 


Chicago  &  Great  Eastern  Ry.  Co.  (2nd) — 

To  Frederick  Schuchardt  and  Henry  Morgan,  Nov.  10,  1863.  604 
Chicago  &  Cincinnati  R.  R.  Co. — 

To  Frederick  C.  Gebhard  and  Nathaniel  Marsh,  Oct.  1,  1857.  616 
Chicago  &  Great  Eastern  Ry.  Co.  (No.  4) — 

Supplementary  to  Frederick  Schuchardt  and  Henry  Morgan, 


Feb.  24,  1865  .  628 

To  George  N.  Titus  and  James  D.  Fish,  April  1,  1865 .  632 

Supplementary  to  George  N.  Titus  and  James  D.  Fish,  Dec. 

31,  1866  .  641 

To  James  W.  Elwell  and  Lawrence  Wells,  Jan.  1,  1867 .  644 

57 


8g8 


INDEX, 


Mortgages. — Continued. 


PAGE 


Columbus,  Chicago  &  Indiana  Central  Ry.  Co. — 

First  to  James  A.  Roosevelt  and  W.  R.  Fosdick  Feb  ^o 
1868  . 

Second  to  Frederick  R.  Fowler  and  Joseph  T.  Thomas'  Dec* 
15,  1868  . ’ . 

To  Archibald  Parkhurst  and  John  B.  Thompson,  April  28 
1870  . 

Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  (Indiana) — 

W.  L.  Scott  et  al.  to  Conrad  Baker  and  Union  Trust  Co., 

New  York,  Feb.  21,  1883 . . 

Confirmatory  mortgage  to  Conrad  Baker  and  Union  Trust 

Co.,  March  31,  1883 . 

Eaton  &  Hamilton  R.  R.  Co.  (No.  1) — 

To  City  of  Cincinnati,  Dec.  27,  1850 . 

To  City  of  Cincinnati,  O.,  July  30,  1851 . 

To  Joseph  B.  Varnum,  Geo.  Carlisle,  John  P.  Reznor,  Jan.  1, 

1852  . . . 

To  George  Carlisle,  Nov.  1,  1852 . 

To  T.  S.  Goodman  and  N.  W.  Thomas,  Nov.  0,  1853 . 

Richmond  &  Miami  R.  R.  Co. — 

To  George  Carlisle,  Nov.  1,  1852 . 

To  George  Carlisle,  Jan.  1,  1854 . . 

Eaton  &  Hamilton  R.  R.  Co.  (No.  2) — 

To  James  H.  McWhinney,  July  1,  1856 . 

To  David  M.  Morrow,  Jan.  14,  1858 . 

To  Nicholas  W.  Thomas,  April  20,  1858 . 

Cincinnati,  Richmond  &  Chicago  R.  R.  Co. — 

First  to  S.  M.  Blake,  E.  W.  McGuire,  J.  L.  Minor,  May  1, 

^  1866  . 

Second  to  Stanley  Matthews,  March  1,  1869 . 


697 

710 

720 


743 

754 

784 

787 

789 

792 

795 

808 

Sir 

851 

853 

854 


869 

872 


New  Albany  Branch 


New  Castle  &  Richmond  R.  R.  Co. 

Corporate  and  financial  history .  70 

Capital  stock  . *  ’  y\ 

Mortgages  and  bonds  . . . ****]’]  7, 

Acts  Indiana  Legislature  .  538-543 

Mortgage  to  Joseph  B.  Varnum  and  Geo.  Carlisle,  Feb.  25,  1852. .  543 

New  Cumberland  Branch .  3! 


Ohio  &  Indianapolis  R.  R.  Co.1 

Corporate  and  financial  history 

Capital  stock  . 

Mortgages  and  bonds . 


Osborn,  Charles  J. 


Deed  from  W.  P.  Fishback  and  J.  D.  Cox  Feb  21  1883 

Deed  ‘So' C1,icago’  St  Louis  &  Pittsburgh  R.  R.  Co.'  (Ind.Y,  March 
17,  1883  . 

Mortgage  to  Conrad  Baker  and  Union  Trust  Co  N*  Y  Feb  21 
1883  .  ‘  ’’  ’ 

Deed  to  Chicago,  St.  Louis  &  Pittsburgh  R.R.* Co.* (ills.)'  March 
17,  1 883  . 


73i 

738 

743 

762 


1  Documents  in  Volume  IV. 


INDEX,.  899 

Pan  Handle  Ry.  Co.  page 

Corporate  and  financial  history .  17 

Capital  stock  .  17 

Mortgages  and  bonds  .  18 

Certificate  of  incorporation .  206 

Acts  Pennsylvania  Legislature  .  208 

Deed,  Thos.  McElrath  to  W.  J.  Howard,  Dec.  7,  1867 .  209 

Mortgage  to  Thos.  T.  Firth,  Feb.  1,  1868 .  219 

Articles  of  consolidation  into  Pittsburgh,  Cincinnati  &  St.  Louis 
Ry-  Co .  309 

Parkhurst,  Archibald,  Trustee. 

Mortgage,  Columbus  &  Indianapolis  R.  R.  Co.,  Dec.  7,  1863 .  372 

Mortgage,  Columbus  &  Indianapolis  Central  Ry.  Co.,  Oct.  13, 

1864  . 432 

Mortgage,  Columbus  &  Indianapolis  Central  Ry.  Co.,  Nov.  1, 

1864  . -439 

Mortgage,  Columbus,  Chicago  &  Indiana  Central  Ry.  Co.,  April 
28,  1870  . t .  720 

Pittsburgh,  Cincinnati  &  St.  Louis  Ry.  Co. 

Corporate  and  financial  history . 8-34 

Capital  stock  .  33 

Mortgages  and  bonds .  33 

Agreement  of  consolidation  into  Pittsburgh,  Cincinnati,  Chicago 

&  St.  Louis  Ry.  Co . 144 

Articles  of  consolidation  .  309 

Acts  Pennsylvania  and  West  Virginia  authorizing  consolida¬ 
tion  . . 313,  314 

Deed  from  W.  J.  Howard  and  wife,  March  3,  1876 .  314 

First  mortgage  to  J.  Edgar  Thomson  and  G.  W.  McCook,  May  5, 

1868  .  318 

Second  mortgage  to  Josiah  Bacon  and  Albert  Hewson,  April  1, 

1873  .  327 

Pittsburgh,  Cincinnati,  Chicago  &  St.  Louis  Ry.  Co. 

Corporate  and  financial  history .  2 

Capital  stock  .  7 

Mortgages  and  bonds .  7 

Articles  of  consolidation  .  144 

Mortgage  to  Farmers’  Loan  &  Trust  Co.  and  W.  N.  Jackson,  Oct. 

1,  1890  .  154 

Pittsburgh  &  Steubenville  R.  R.  Co. 

Corporate  and  financial  history .  8 

Capital  stock  .  13 

Mortgages  and  bonds .  13 

Acts  Pennsylvania  Legislature  . 168-174 

Letters  patent  . '. .  175 

Mortgage  to  Robert  McKnight,  Robert  Woods,  John  A.  Wilson, 

Oct.  1,  1853  . 176 

Mortgage  to  J.  Edgar  Thomson,  John  Graham,  Reuben  Miller, 

Jr.,  Jan.  1,  1855 .  181 

Mortgage  to  Thomas  McElrath,  Aug.  1,  1856 .  186 

Mortgage  to  Ambrose  W.  Thompson  and  Daniel  Tyler,  Aug.  1, 

1856  . 191 

Court  proceedings  for  sale  of  road .  209 


Pullan,  James 


74 


900 


INDEX. 


Rea,  John  H.  page 

Deed  to  Pierre  Chouteau  et  ah,  May  26,  i860 .  574 

Receiverships. 

Steubenville  &  Indiana  R.  R.  Co .  2" 

Columbus,  Piqua  &  Indiana  R.  R.  Co .  36 

Toledo,  Logansport  &  Burlington  R.  R.  Co _ !  rg 

Columbus,  Chicago  &  Indiana  Central  Ry.  Co .  88 

Eaton  &  Hamilton  R.  R.  Co .  *  ^ 

Richmond  &  Miami  R.  R.  Co . .  1 1  .*  I  \*  i  !.*!!!!!!!!!.’!!  ’  I33 

Reorganization. 

Plan  of  reorganization,  Steubenville  &  Indiana  R.  R.  Co .  247 

Plan  of  reorganization,  Columbus,  Piqua  &  Indiana  R.  R.  Co....  347 
Agreement  for  reorganization,  Toledo,  Logansport  &  Burlington 

R.  R.  Co .  499 

Agreement  for  reorganization,  Columbus,  Chicago  &  Indiana 
Central  Ry.  Co . .  5-r. 

Agreement  for  reorganization,  Eaton  &  Hamilton  R.  R.  Co. .'  848 
Resolutions. 

Changing  name  of  Logansport  &  Pacific  R.  R.  Co. .  . .  1  482 

Changing  name,  Logansport  &  Pacific  Ry.  Co .  487 

Changing  name,  Logansport,  Peoria  &  Burlington  Ry.  Co.  ’. . 403 

Changing  name,  New  Castle  &  Richmond  R.  R.  Co .  346 

Stockholders,  Cincinnati  &  Chicago  R.  R.  Co.  in  regard  to  con¬ 
solidation  . 

Reznor,  John  P.,  Trustee 

Mortgage,  Eaton  &  Hamilton  R.  R.  Co.,  Jan.  1,  1852 .  789 

Richmond  &  Cincinnati  R.  R.  Co. 

Corporate  history .  1.2 

Articles  of  association  . ggr 

Richmond  &  Covington  R.  R.  Co. 

Corporate  and  financial  history .  42 

Capital  stock  . ' . .  43 

Mortgages  and  bonds  . ’  *.  *  |  ’  *  *  ’  ’  ]  ’  ’  ’  ‘  ‘  *  ’  *  ’  ‘  ‘ ’  ’  ‘ 

Certificate  of  incorporation  . ’  .Q2 

Agreement  Columbus  &  Indianapolis  R.  R.  Co.,  June  29,  1864...  403 

Deed  to  Columbus  &  Indianapolis  R.  R.  Co.,  Sept.  5,  1864 .  lot 

Mortgage  to  Joseph  T.  Thomas,  June  24,  1862 .  408 

Richmond  &  Miami  R.  R.  Co. 

Corporate  and  financial  history .  j  — 

Capital  stock  . . . 

Mortgages  and  bonds  . . 

Acts  Indiana  Legislature . . Ikl 

Mortgage  to  Geo.  Carlisle,  Nov.  1,  1852 .  8nO 

Mortgage  to  Geo.  Carlisle,  Jan.  1,  1854 .  811 

Court  proceedings  for  sale  of  road . .  gx- 

Articles  of  consolidation  into  Eaton  &  Hamilton  R.  R.  Co.  (No.  2).  829 

Richmond  &  Miami  Ry.  Co. 

Corporate  and  financial  history . 

Capital  stock  .  ^ 

Mortgages  and  bonds  . IX 

Certificate  of  organization  . 8ia 

Deed  John  L.  Kibbey  to  John  Hunt,  Eeb.  12,  1862! ! !  . . 81- 

Articles  of  consolidation  into  Cincinnati  &  Richmond  R.  R.  Co.’.’  877 


INDEX. 


901 


Ridgway,  Joseph,  Trustee.  page 


Mortgage,  Columbus,  Piqua  &  Indiana  R.  R.  Co.,  Oct.  18,  1854. .  365 
Riggs,  G.  W.,  Jr.,  Trustee. 

Mortgage,  Logansport  &  Pacific  Ry.  Co.,  May  n,  1853 .  483 

Mortgage,  Cincinnati,  Logansport  &  Chicago  Ry.  Co.,  April  1, 

1853  . .  547 

Roosevelt,  James  A.,  Trustee. 

First  mortgage,  Columbus,  Chicago  &  Indiana  Central  Ry.  Co., 


Rose,  David  G. 

Deed  to  John  S.  Kennedy,  July  10,  1862,  conveying  Toledo,  Lo¬ 
gansport  &  Burlington  R.  R .  52i 

Rushville  &  Shelbyville  R.  R.  Co.1 

Corporate  and  financial  history  .  119 

Mortgages  and  bonds .  120 

Schuchardt,  Frederick,  Trustee. 

Mortgage,  Cincinnati  &  Chicago  Air  Line  R.  R.  Co.,  Aug.  1, 

i860  .  584 

Supplementary  mortgage,  Cincinnati  &  Chicago  Air  Line  R.  R. 

Co.,  Feb.  2,  1863 .  591 

Mortgage,  Chicago  &  Great  Eastern  Ry.  Co.  (2nd),  Nov.  10,  1863.  604 
Supplementary  mortgage,  Chicago  &  Great  Eastern  Ry.  Co.  (4th), 

Feb.  24,  1865  .  628 

Scott,  William  L. 

Deed  from  W.  P.  Fishback  and  J.  D.  Cox,  Feb.  21,  1883 .  731 

*  Deed  to  Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  (Ind.),  March 

1 7,  18 83  .  738 

Mortgage  to  Conrad  Baker  and  Union  Trust  Co.,  N.  Y.,  Feb.  21, 

1883  743 

Deed  to  Chicago,  St.  Louis  &  Pittsburgh  R.  R.  Co.  (Ills.),  March 
17,  1 883  .  762 

Shelby  &  Rush  R.  R.  Co.1 

Corporate  and  financial  history  .  120 

Capital  stock  .  121 

Mortgages  and  bonds .  121 

Shelbyville  &  Knightstown  R.  R .  112 

Shelbyville  Lateral  Branch  R.  R.  Co .  112 

Shotwell,  Stuart  B.,  Trustee. 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  Feb.  15,  1856 .  284 

Stephens,  Jesse  B. 

Deed  to  S.  M.  Blake,  E.  W.  McGuire,  J.  L.  Minor,  March  26, 

1866  . 859 

Steubenville  Bridge.  See  Holliday’s  Cove  R.  R.  Co. 

Steubenville  Extension  of  the  Pennsylvania  Railroad. 

History  .  1 

Acts  Pennsylvania  Legislature  .  143 


1  Documents  in  Volume  IV. 


902 


INDEX. 


Steubenville  &  Indiana  R.  R.  Co.  page 

Corporate  and  financial  history .  22 

Columbus  &  Newark  Division .  23 

Central  Ohio  R.  R.  Co . 23-25 

Capital  stock  . "  26 

Mortgages  and  bonds .  27 

Acts  Ohio  Legislature  . 242-246 

Agreement,  trustees  Cadiz  Township,  June  17,  1852 .  247 

Plan  of  reorganization  . .  247 

Decrees  Common  Pleas  Court,  Harrison  county .  250 

Deed  from  Central  Ohio  R.  R.  Co.,  Aug.  31,  1864 .  257 

Agreement,  Central  Ohio  R.  R.  Co.,  March  14,  1864 .  261 

Deed  from  G.  W.  McCook,  Nov.  1,  1867 .  262 

Original  first  mortgage  to  J.  Wilbur  and  H.  M.  Alexander,  Sept. 

7,  1852  . : .  272 

Original  second  mortgage  to  J.  Wilbur  and  H.  M.  Alexander, 

Oct.  4,  1853  .  277 

Supplementary  mortgage  to  J.  Wilbur  and  H.  M.  Alexander, 

April  7,  1855  .  281 

Original  third  mortgage  to  Martin  Andrews  and  Stuart  B.  Shot- 

well,  Feb.  15,  1856 .  284 

Reorganized  first  mortgage  to  J.  Edgar  Thomson,  J.  Wilbur  and 

H.  M.  Alexander,  April  14,  1864 .  287 

Reorganized  second  mortgage  to  J.  Edgar  Thomson,  J.  Wilbur 

and  H.  M.  Alexander,  April  19,  1864 .  292 

Mortgage  to  J.  Edgar  Thomson,  Aug.  31,  1864 . .  297 

Mortgage  to  Western  Transportation  Co.,  Nov.  1,  1867 .  306 

Articles  of  consolidation  into  Pittsburgh,  Cincinnati  &  St.  Louis 
Ry.  Co .  309 


Stout,  Andrew  V.,  Trustee. 

Mortgage,  Logansport,  Peoria  &  Burlington  Ry.  Co.,  July  1,  ' 

*855  .  487 

Mortgage,  Toledo,  Logansport  &  Burlington  R.  R.  Co.,  Jan.  13, 
i859  .  505 

Terre  Haute  &  Richmond  R.  R.  Co. 

History  .  4, 


Thomas,  Nicholas  W.,  Trustee. 

Mortgage,  Eaton  &  Hamilton  R.  R.  Co.  (No.  1),  Nov.  9,  1853 _ 795 

Mortgage,  Eaton  &  Hamilton  R.  R.  Co.  (No.  2),  April  20,  1857.  .  854 

Thomas,  Joseph  T.,  Trustee. 

Mortgage,  Columbus  &  Indianapolis  R.  R.  Co.,  Dec.  10,  1863 _ 382 

Mortgage,  Columbus  &  Indianapolis  R.  R.  Co.,  Dec.  n,  1863 _ 302 

Mortgage,  Richmond  &  Covington  R.  R.  Co.,  June  24,  1862 . 408 

Mortgage,  Union  &  Logansport  R.  R.  Co.,  Dec.  1,  1865 .  449 

Mortgage,  Columbus,  Chicago  &  Indiana  Central  Ry.  Co.,  Dec. 

15,  18 68  . .  7I0 


Thompson,  Ambrose  W. 

Mortgage,  Pittsburgh  &  Steubenville  R.  R.  Co.,  Aug.  1,  1856 _  191 


Thompson,  John  B.,  Trustee. 

Mortgage,  Columbus,  Chicago  &  Indiana  Central  Ry.  Co.,  April 
28,  1870  . 


INDEX,  903 

Thomson,  J.  Edgar.  page 

Mortgage,  Pittsburgh  &  Steubenville  R.  R.  Co.,  Jan.  1,  1855 .  181 

First  mortgage,  Holliday’s  Cove  R.  R.  Co.,  Feb.  2,  1863 .  232 

Second  mortgage,  Holliday’s  Cove  R.  R.  Co.,  July  23,  1866 .  235 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  April  14,  1864 . 287 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  April  19,  1864 . 292 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  Aug.  31,  1864 .  297 

Mortgage,  Pittsburgh,  Cincinnati  &  St.  Louis  Ry.  Co.,  May  5, 

1868  .  318 

Titus,  George  N.,  Trustee. 

Mortgage,  Chicago  &  Great  Eastern  Ry.  Co.  (No.  4),  April  1, 

1865  .  632 

Supplementary  mortgage,  Chicago  &  Great  Eastern  Ry.  Co.  (No. 

4),  Dec.  31,  1866 .  641 

Toledo,  Logansport  &  Burlington  R.  R.  Co. 

Corporate  and  financial  history .  58 

Capital  stock  .  59 

Mortgages  and  bonds .  60 

Resolution  changing  name  of  Logansport,  Peoria  &  Burlington 

Ry.  Co .  493 

Court  proceedings  for  sale  of  road .  493-499 

Agreement  for  reorganization  .  499 

First  mortgage  to  A.  V.  Stout,  Jan.  13,  1859 .  5^5 

Second  mortgage  to  Thos.  Williams,  Jr.,  April  1,  1859 .  509 

Toledo,  Logansport  &  Burlington  Ry.  Co. 

Corporate  and  financial  history  . 56-62 

Capital  stock  .  61 

Mortgages  and  bonds .  62 

Articles  of  association  .  514 

Certificate  of  organization  .  519 

Certificate  reorganization,  Toledo,  Logansport  &  Burlington  R. 

R.  Co .  520 

Deed,  David  G.  Rose  to  John  S.  Kennedy,  July  10,  1862 .  521 

Deed,  John  S.  Kennedy  to  Frederick  Marquand  et  al.,  July  31, 

1862  528 

Articles  of  consolidation  into  Columbus  &  Indiana  Central  Ry.  Co.  529 

Tyler,  Daniel,  Trustee. 

Mortgage,  Pittsburgh  &  Steubenville  R.  R.  Co.,  Aug.  1,  1856....  191 
Union  &  Logansport  R.  R.  Co. 

Corporate  and  financial  history .  50 

Capital  stock  .  51 

Mortgages  and  bonds  .  51 

Articles  of  association .  446 

Agreement,  Marion  &  Mississinewa  Valley  R.  R.  Co.,  Jan.  8,  1863.  447 
Deed  from  Marion  &  Mississinewa  Valley  R.  R.  Co.,  Jan.  9,  1863.  448 

Mortgage  to  Joseph  T.  Thomas,  Dec.  1,  1865 .  449 

Articles  of  consolidation  into  Columbus  &  Indiana  Central  Ry. 

Co . 529 

Union  Trust  Co.,  New  York,  Trustee. 

Mortgage  from  W.  L.  Scott  et  ah,  Feb.  21,  1883 .  743 

Confirmatory  mortgage,  Chicago,  St.  Louis  &  Pittsburgh  R.  R. 

Co.,  (Ind.),  March  31,  1883 .  754 


904  INDEX,. 

\ 

Varnum,  Joseph  B.,  Trustee.  page 

Mortgage,  New  Castle  &  Richmond  R.  R.  Co.,  Feb.  25,  1852 . 543 

Mortgage,  Eaton  &  Hamilton  R.  R.  Co.  (No.  1),  Jan.  1,  1852....  789 

Wells,  Lawrence,  Trustee. 

Mortgage,  Chicago  &  Great  Eastern  Ry.  Co.  (No.  4),  Jan.  1,  1867.  644 
Western  Transportation  Co. 

Corporate  and  financial  history .  15 

Capital  stock  .  16 

Mortgages  and  bonds  .  16 

Acts  Pennsylvania  Legislature  .' . 196-198 

Mortgage  to  W.  J.  Howard,  Nov.  1,  1867 .  199 

Mortgage  from  Steubenville  &  Indiana  R.  R.  Co.,  Nov.  1,  1867...  306 

Wheeling  Railroad  Bridge  Co. 

Corporate  history .  21 

Act  of  incorporation  .  238 

White,  Joseph  H.,  Trustee. 

Mortgage,  Cincinnati  &  Chicago  R.  R.  Co.,  Oct.  1,  1855 .  566 

Wilbur,  Jeremiah,  Trustee. 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  Sept.  7,  1852 .  272 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  Oct.  4,  1853 .  277 

Supplementary  mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  April 

7,  1855  .  281 

Mortgage,  Steubenville  &  Indiana  .R  R.  Co.,  April  14,  1864 .  287 

Mortgage,  Steubenville  &  Indiana  R.  R.  Co.,  April  19,  1864 . 29 2 

Williams,  Thomas,  Jr.,  Trustee. 

Mortgage,  Toledo,  Logansport  &  Burlington  R.  R.  Co.,  April  1, 

1859  . 509 

Wilson,  John  A.,  Trustee. 

Mortgage,  Pittsburgh  &  Steubenville  R.  R.  Co.,  Oct.  1,  1853 .  T76 

Woods,  Robert,  Trustee. 

Mortgage,  Pittsburgh  &  Steubenville  R.  R.  Co.,  Oct.  1,  1853 .  176 


